Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder The Purchaser acknowledges and agrees that the Shares may not be offered for sale, sold or transferred except (a) pursuant to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a an effective registration statement under the Securities Act covering such proposed disposition and such disposition of 1933, as amended (the “Securities Act”) or in a transaction which is made in accordance with exempt from registration under the Securities Act or for which such registration statement; is otherwise not required or (iib) pursuant to an effective registration statement under any applicable securities laws of any state (Athe “State Acts”) or in a transaction which is exempt from registration under such Holder shall have notified State Acts or for which such registration otherwise is not required. Purchaser agrees that if any transfer of its Shares or any interest is proposed to be made, as a condition precedent to any such transfer, Purchaser may be required to deliver to the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably counsel satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding All certificates representing the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel Shares shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent have endorsed thereon legends substantially as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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): follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWSLAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD OR OFFERED FOR SALE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION FOR THIS COMPANY, IS NOT REQUIREDAVAILABLE.” (dc) The Company shall be obligated to promptly reissue unlegended certificates at In the request event of any Holder thereof if the Holder shall have obtained declaration of a stock dividend, the declaration of an opinion of counsel (which counsel may be counsel to extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company) reasonably acceptable to the Company to the effect that the ’s outstanding capital stock without receipt of consideration, any new, substituted or additional securities proposed to be disposed or other property which are by reason of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions such transaction distributed with respect to any Shares subject to this Section 3 or into which such Shares thereby become convertible shall immediately be subject to this Section 3. Pursuant to Section 5 of the Certificate of Designations, Preferences and Rights of Series F Convertible Preferred Stock of the Company, appropriate adjustments to reflect the distribution of such securities or property shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered made to the Company an opinion number and/or class of counsel reasonably acceptable shares of Preferred Stock subject to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsthis Section 3.

Restrictions on Transfer. Except as otherwise permitted by the Committee, none of the Award OPP Units granted hereunder nor any of the Partnership Units of the Partnership into which such Award OPP Units may be converted (the “Award Partnership Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), and the Redemption Right (as defined in the Partnership Agreement) may not be exercised with respect to the Award Partnership Units, provided that, at any time after the date that (a) Each Holder agrees not to make any disposition of all or any portion of is one year after the Registrable Securities unless Award OPP Units have become vested and until (b) is at least two (2) years after the Effective Date, (i) there is then Award OPP Units or Award Partnership Units may be Transferred to the Grantee’s Family Members by gift or pursuant to domestic relations order in effect a registration statement under settlement of marital property rights; (ii) Award OPP Units or Award Partnership Units may be Transferred to an entity in which fifty percent (50%) of the Securities Act covering voting interests are owned by Family Members (or the Grantee) in exchange for an interest in such proposed disposition entity; and such disposition is made (iii) the Redemption Right may be exercised with respect to Award Partnership Units, and Award Partnership Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in accordance with such registration statement; or (ii) (A) such Holder shall have notified and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, the transferee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 7 and all Transfers of Award OPP Units or Award Partnership Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act) and the applicable terms and conditions of the proposed disposition and shall have furnished Partnership Agreement. In connection with any Transfer of Award OPP Units or Award Partnership Units, the Company with a detailed statement of Partnership may require the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with Grantee to provide an opinion of counsel, reasonably satisfactory to the CompanyPartnership, that such disposition will not require registration of such shares under Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act. (b) Notwithstanding the provisions ). Any attempted Transfer of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement Award OPP Units or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners Award Partnership Units not in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms and conditions of this Section 1.2 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award OPP Units or Award Partnership Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award OPP Units or Award Partnership Units. Except as provided expressly in this Section 7, this Agreement is personal to the same extent as if it were an original Holder hereunderGrantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition A Member may Transfer its Membership Interest in a Series only in compliance with this Article 3. Restrictions have been placed upon the ability of all Members to resell or otherwise dispose of any portion of Membership Interest obtained or acquired hereunder, including, without limitation, the Registrable following: (1) The Membership Interests have not been registered with the Securities unless and until (i) there is then in effect a registration statement Exchange Commission under the Securities Act covering such proposed disposition of 1933, as amended (“Securities Act”), in reliance upon the exemptions provided for under Section 4(A)(2) and such disposition Regulation D thereunder. (2) There is made no public market for the Membership Interests and none is expected to develop in accordance the future. Even if a potential buyer could be found, Membership Interests may not be resold or transferred without satisfying certain conditions designed to comply with such registration statement; or (ii) (A) such Holder shall have notified the Company applicable tax and securities laws, including, without limitation, provisions of the proposed disposition Securities Act, Rule 144 thereunder, and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory requirement that certain legal opinions be provided to the CompanyManager with respect to such matters. A transferee must meet the same investor qualifications as the Members admitted during the Series Offering. Any potential buyer must be capable of bearing the economic risks of this investment, with the understanding that such disposition Membership Interests may not be liquidated by resale or redemption, and should expect to hold their Membership Interests as a long-term investment. (3) A legend will be placed upon all instruments evidencing ownership of Membership Interests in each Series, stating that the Membership Interests have not require registration of such shares been registered under the Securities Act. (b) Notwithstanding , as amended, and set forth the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel foregoing limitations on resale. Notations regarding these limitations shall be necessary for a transfer by a Holder which is (i) a partnership made in the appropriate records of each Series with respect to its partners in accordance with their partnership interests; (ii) a limited liability company all Membership Interests offered hereby. Any Member who transfers, upon the Manager’s consent, any Membership Interests to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family membersanother Person shall, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws sole and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order absolute discretion of the appropriate blue sky authority authorizing such removal or if Manager, pay the Holder shall request such removal and shall have obtained and delivered Manager a transfer fee of at least Five Hundred Dollars ($500) to cover administrative costs related thereto. If a Member transfers Membership Interests to more than one person, except transferees who will hold title together, the Company an opinion of counsel reasonably acceptable transfer to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawseach person will be considered a separate transfer.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act and the State Securities Laws covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the foregoing, no such opinion of counsel shall be required in connection with any transfer of shares of Registrable Securities made in compliance with Rule 144 and State Securities Laws. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder; provided, provided however, that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it the transferee were an original Holder hereunder. (cb) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities lawsState Securities Laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWSLAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, AND MAY NOT BE SOLD OR OFFERED FOR SALE ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDCOMPANY). (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws State Securities Laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if removal. (e) The restrictions set forth in this Section 2.1 shall terminate upon completion of the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsCompany’s Initial Offering.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with their partnership interests; , (iiB) a limited liability company to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiC) to the Holder’s 's family member or a trust for the benefit of an individual Holder Holder, or one or more (D) an Affiliate of his family membersCox ▇▇▇erprises, Inc. ("Cox") to any other Affiliate of Cox; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; , or (ii) (A) such Holder shall have notified the Company Oragenics in writing of the proposed disposition and shall have furnished the Company Oragenics with a detailed statement of the circumstances surrounding the proposed disposition and the proposed transferee agrees in writing to be subject to all restrictions set forth in this Agreement and (B) if reasonably requested by the CompanyOragenics, such Holder shall have furnished the Company Oragenics with an opinion of counsel, reasonably satisfactory to the CompanyOragenics, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners in accordance with their partnership interests; , (iiB) a limited liability company to its members in accordance with their member interests; , or (iiiC) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his its family members, ; provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 SALE OF THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 ("SECURITIES ACT") OR UNDER ANY APPLICABLE STATE SECURITIES LAWS ("BLUE SKY LAWS, ") PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND MAY NOT BE SOLD THE BLUE SKY LAWS. AN OFFER TO SELL OR OFFERED FOR TRANSFER OR THE SALE OR OTHERWISE TRANSFERRED EXCEPT TRANSFER OF THESE SECURITIES IS UNLAWFUL UNLESS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID THE SECURITIES ACT AND ANY APPLICABLE STATE BLUE SKY LAWS, OR UNLESS THE ISSUER, TOGETHER WITH ITS LEGAL COUNSEL, DETERMINES THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDAVAILABLE. (d) The Company Oragenics shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the CompanyOragenics) reasonably acceptable to the Company Oragenics, to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company Oragenics of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company Oragenics an opinion of counsel reasonably acceptable to the Company Oragenics to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder Without in any way limiting the foregoing, Purchaser further agrees not to that Purchaser shall in no event make any disposition of all or any portion of the Registrable Securities Shares which Purchaser is being issued unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such said registration statement; or (ii) (A) such Holder The transferee has agreed in writing to be bound by the terms of this Agreement, (B) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares the Shares under the Securities Act. In addition, Purchaser agrees that any such disposition shall be made in accordance with the provisions of the Company’s Bylaws, provided however that the Company hereby waives any right of first refusal pursuant to Article XIV of the Company’s Bylaws with respect to any transfer of the Shares by Purchaser to any parent corporation or entity, subsidiary or affiliate of Purchaser. (b) Notwithstanding the provisions of subparagraphs The Company shall not be required (i) and to transfer on its books any Shares which shall have been sold or transferred in violation of any of the provisions set forth in the Section 9(a) or (ii) to treat as owner of paragraph (a) above, no such registration statement Shares or opinion of counsel to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunderhave been so transferred. (c) Each certificate representing Registrable Securities Purchaser hereby agrees that for a period of not less than 180 days following the effective date of the first registration statement of the Company covering Common Stock (or other securities) to be sold on its behalf in an underwritten public offering, Purchaser shall (unless otherwise permitted not, to the extent requested by the provisions of this Agreement) be stamped Company or any underwriter, sell or otherwise imprinted with a legend substantially similar transfer or dispose of (other than to donees who agree to be similarly bound) any Common Stock of the following (Company held by Purchaser at any time during such period except Common Stock included in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDsuch registration. (d) The Company shall be obligated In order to promptly reissue unlegended certificates at enforce the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to foregoing covenant, the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the impose stop-transfer instructions with respect to such the Common Stock held by Purchaser (and the shares or securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered every other person subject to the Company an opinion foregoing restriction) until the end of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsperiod.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a partnership transferring to one or more affiliated partnerships or funds managed by it or any of its respective directors, officers or partners, (C) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (D) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiE) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Registrable Securities Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10, and: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such the disposition is made in accordance with such the registration statement; or or (ii) (A) such The Holder shall have notified given prior written notice to the Company of the proposed Holder’s intention to make such disposition and shall have furnished the Company with a detailed statement description of the manner and circumstances surrounding of the proposed disposition and (B) disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, evidence reasonably satisfactory to the Company, Company that such disposition will not require registration of such shares Restricted Securities under the Securities ActAct whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. 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 subparagraphs (i) and (ii) of paragraph (a) aboveSection 2.8(a), no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is for: (i) any bona fide pledge made pursuant to a partnership bona fide loan transaction that creates a mere security interest, if the pledgee executes a counterpart copy of this Agreement and becomes bound thereby as a Holder in the event that and to its partners in accordance with their partnership intereststhe extent that such pledgee ever acquires ownership of such shares; (ii) any transfers of Registrable Securities by a limited liability company Holder to its Holder’s spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of Holder, or to a trust or trusts for the exclusive benefit of Holder or those members of Holder’s family specified in accordance with their member intereststhis Section 2.8(b)(ii) or transfers of Registrable Securities by Holder by devise or descent; or (iii) in the case of a Holder that is an entity, any transfers of Registrable Securities by a Holder to the such Holder’s family member stockholders, members, partners or other equity holders; (iv) in the case of a trust Holder that is both an entity and a Holder of Common Stock on the date of this Agreement, any transfers of such Registrable Securities by a Holder to such Holder’s employees or consultants; (v) any bona fide gift effected for the benefit of an individual Holder or one or more of his family memberstax planning purposes, provided that the pledgee, transferee will be subject or donee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was Holder; (vi) by operation of law; (vii) any transfer to the Company or an Investor pursuant to the terms of this Section 1.2 Agreement; and (viii) any repurchase of Registrable Securities by the Company pursuant to agreements under which the same extent Company has the option to repurchase such Registrable Securities upon the occurrence of certain events, such as if it were an original Holder hereundertermination of employment, or in connection with the exercise by the Company of any rights of first refusal. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER ANY SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO 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 AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (d) The Company shall be obligated first legend referring to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable federal and state securities laws identified in Section 2.8(c) stamped on a certificate evidencing the Restricted Securities and the stop-stock transfer instructions and record notations with respect to such securities the Restricted Securities shall be removed upon receipt by and the Company of an order of the appropriate blue sky authority authorizing shall issue a certificate without such removal or if the Holder shall request such removal and shall have obtained and delivered legend to the holder of Restricted 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 such legend and/or stop-a sale or transfer instructions are no longer required pursuant to applicable state of those securities lawsmay be made without registration or qualification.

Restrictions on Transfer. (a) Each Holder agrees Investor hereby agrees, severally and not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then jointly, that, except in effect accordance with a registration statement filed pursuant to Section 5.2 of this Agreement, it will not dispose of any of such Investor’s Securities (other than pursuant to Rule 144 promulgated under the Securities Act covering (“Rule 144”) or pursuant to a registration statement filed with the SEC pursuant to the Securities Act) unless and until such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Investor shall have (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company and the Company’s counsel, to the effect that such disposition will not require registration of such shares under the Securities Act. The restrictions on transfer imposed by this Section 4.2 shall cease and terminate as to the Securities held by an Investor when: (x) such Securities shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (y) on delivery of an opinion of the kind described in the preceding sentence with respect to such Securities. Each certificate evidencing the Securities shall bear an appropriate restrictive legend as set forth in Section 4.2(b), except that such legend shall not be required after a transfer is made in compliance with Rule 144 or pursuant to a registration statement or if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the Securities Act. The Company agrees that pursuant to the prior sentence, it will, no later than five Business Days (“Business Day” shall mean any day banks are open for business in New York, New York) following (a) receipt by the Company’s transfer agent of a certificate representing Securities issued with a restrictive legend, accompanied by a certification of the Investor in form suitable for processing by the Company that a prospectus has been delivered (in the case of sale pursuant to prospectus, a “Prospectus Letter”) or customary supporting documentation, including legal opinion if required pursuant to Clause (B) above, “Supporting Documentation”) and (b) receipt by the Company of notice of such delivery to the transfer agent and Prospectus Letter or Supporting Documentation, as the case may be (such notice to be sent by facsimile to the attention of the Company’s president and CEO at the fax number set forth in Section 8.6 hereof) deliver or cause to be delivered (evidence of deposit for next day delivery with a nationally recognized overnight delivery service shall be deemed delivery) to such Investor a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. In the event the Prospectus Letter or Supporting Documentation is not in form suitable for processing by to the Company, the five Business Days shall toll until the Company receives a Prospectus Letter or Supporting Documentation that is in form suitable for processing. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) aboveSection 4.2(a), no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor of the Securities to a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; subsidiary, member, partner, stockholder or (iii) to the Holder’s family member or a trust for the benefit affiliate of an individual Holder or one or more of his family membersthat Investor, provided that if the transferee will agrees in writing to be subject to the terms of this Section 1.2 hereof to the same extent as if it such transferee were an original Holder Investor hereunder. (c) Each certificate representing Registrable It is understood that, subject to Sections 4.2(a) and 4.2(b), the certificates evidencing the Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to will bear the following legends: (in addition to any legend required under applicable state securities laws): THE i) THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD OR OFFERED FOR SALE SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT DISPOSED OF UNLESS REGISTERED UNDER SAID THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER THAT COMPANY) CONFIRMING THE AVAILABILITY OF SUCH REGISTRATION IS NOT REQUIREDEXEMPTION. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (eii) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt required by the Company laws of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to any other applicable state securities lawsjurisdiction.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to (i) a transfer by a Holder which is that does not result in a change in the beneficial ownership of the Shares or Registrable Securities transferred, or (iii) a transfer by a Holder that is: (A) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSSTATE, AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with without registration or qualification, provided that the Securities Act without registration, qualification or legendsecond legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) 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 and (B) if reasonably requested The Warrantholder, by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms acceptance of this Section 1.2 Warrant, agrees to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted be bound by the provisions of this AgreementARTICLE IV and acknowledges and confirms that this Warrant and any Warrant Shares issued upon exercise of this Warrant have not been registered under the Securities Act or any applicable state securities laws, and may not be sold or transferred except in compliance with and subject to the Securities Act and such state securities laws. Unless and until this Warrant and such Warrant Shares have been registered under the Securities Act and such state securities laws, the Company may require, as a condition to effecting any sale or transfer of this Warrant or such Warrant Shares on the books of the Company, an opinion of counsel reasonably satisfactory to the Company to the effect that an exemption from registration under the Securities Act and such state securities laws is available for the proposed transfer or assignment or a certification reasonably satisfactory to the counsel of the Company in its professional determination from the transferee that it is an "ACCREDITED INVESTOR" as defined under the Securities Act and regulations promulgated thereunder. Any purported sale or transfer of this Warrant and/or such Warrant Shares shall be null and void unless made in compliance with the conditions set forth in this ARTICLE IV. Except as provided in SECTION 4.2, (a) this Warrant and any warrant of the Company issued in exchange or replacement for this Warrant shall be stamped or otherwise imprinted with a legend in substantially the form set forth on the cover of this Warrant, (b) each stock certificate for Warrant Shares issued upon the exercise of this Warrant and each stock certificate issued upon the transfer of any such Warrant Shares shall 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDsame effect. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act, it being understood 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 subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY OR OTHER EVIDENCE, SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.obtained

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which is (i) to any Affiliate, or (ii) that is (A) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees The Award and the LTIP Units are subject to the restrictions on transfer of Membership Units (including, without limitation, LTIP Units) set forth in Article 11 of the Partnership Agreement. Any permitted transferee of the Award or LTIP Units shall take such Award or LTIP Units subject to the terms of the Plan, this Agreement, and the Partnership Agreement. Any such permitted transferee must, upon the request of the Partnership, agree to be bound by the Plan, the Partnership Agreement, and this Agreement, and shall execute the same on request, and must agree to such other waivers, limitations, and restrictions as the Partnership or the Corporation may reasonably require. Any Transfer of the Award or LTIP Units which is not to make made in compliance with the Plan, the Partnership Agreement and this Agreement shall be null and void and of no effect. (b) Without the consent of the Administrator (which it may give or withhold in its sole discretion), the Participant shall not Transfer any disposition of all unvested LTIP Units or any portion of the Registrable Securities unless Award attributable to such unvested LTIP Units (or any securities into which such unvested LTIP Units are converted or exchanged), other than by will or pursuant to the laws of descent and until distribution (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement“Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of unvested LTIP Units or (ii) (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory Award to the Company, that such disposition will not require registration of such shares under Partnership or the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunderCorporation. (c) Each certificate representing Registrable Securities As to any vested LTIP Units, the Participant agrees that the Participant will not Transfer such LTIP Units (or any Common Units or shares of Common Stock in respect of which such LTIP Units have been exchanged) prior to the date that is one (1) year after the date such LTIP Units became vested in accordance with the terms of the Award (for example, if 100 Common Units or shares of Common Stock were acquired in respect of 100 LTIP Units that became vested on a particular date, such one-year period would commence as of such vesting date as to those 100 Common Units or shares); provided, however, that the restrictions set forth in this Section 5(c) shall (unless otherwise permitted i) not apply to any Units or shares sold by the provisions Participant to satisfy any tax liability arising in connection with the exchange or disposition of this Agreementthe LTIP Units, (ii) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition not apply to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933transfer made without consideration (or for only nominal consideration) to a “family member” (as such term is defined in the SEC General Instructions to a Registration Statement on Form S-8) of the Participant solely for purposes of estate or tax planning, AS AMENDEDand provided the transfer restrictions on such Units or shares continue in effect after any such transfer, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. and (diii) lapse upon the Participant’s death or Disability or as otherwise provided by the Corporation. The Company shall be obligated to promptly reissue unlegended certificates at the request Corporation may provide for any Units or shares of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions Common Stock acquired with respect to the Award and issued in book-entry form to include notations regarding the restrictions on transfer imposed under this Section 5(c) (or, as to any such securities shall be removed upon receipt by the Company of an order of the Common Units or shares issued in certificate form, provide for such certificates to bear appropriate blue sky authority authorizing legends regarding such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsrestrictions).

Restrictions on Transfer. (a) Each Investor and Existing Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement containing a reasonably detailed statement description of the circumstances surrounding material terms of the proposed disposition transfer, the name and address of the transferee, the purchase price and terms of payment, the date of the proposed transfer, and the number and description of the shares of Preferred Stock or Common Stock to be transferred, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (aSection 4.1(a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their the corresponding partnership agreement or partnership interests; , (iiB) a corporation or limited liability company transferring to an Affiliate, (C) a limited liability company transferring to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiD) an individual Holder transferring to the such Holder’s family member Immediate Family Member or a trust for the benefit of an such individual Holder or Holder, (E) a member of the Fidelity Group transferring to one or more members of his family membersthe Fidelity Group, or (F) made to the Company pursuant to the Purchase Agreement; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. A COPY OF SUCH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SECURITIES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH AMENDED AND RESTATED VOTING AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF 180 DAYS (OR SUCH OTHER PERIOD AS MAY BE REQUESTED IN WRITING BY THE MANAGING UNDERWRITER AND AGREED TO IN WRITING BY THE COMPANY) FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY, SUBJECT TO THE TERMS THEREOF. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if (i) the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the CompanyCompany engaged by such Holder at such Holder’s expense) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification and legend, (ii) after the securities are sold pursuant to an effective registration statement, or legend(iii) as soon as such shares are qualified for resale under Rule 144. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. The Assignee understands that (a) Each Holder agrees the Debentures (including the shares of Common Stock underlying such Debentures) have not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement been registered under the Securities Act covering or the securities laws of any state, (b) the Debentures (including the shares of Common Stock underlying such proposed disposition Debenture) are and such disposition will be “restricted securities” as said term is made defined in accordance with such registration statement; or (ii) (A) such Holder shall have notified the Company Rule 144 of the proposed disposition Rules and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Regulations promulgated under the Securities Act. Act (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above“Rule 144”), no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable Securities shall the Debentures (unless otherwise permitted by including the provisions shares of this AgreementCommon Stock underlying such Debenture) may not be stamped sold, pledged or otherwise imprinted with transferred unless a legend substantially similar to registration statement for such transaction is effective under the following (in addition to Securities Act and any legend required under applicable state securities laws): , or unless an exemption from such registration provisions is available with respect to such transaction, and (d) the Debentures (including the shares of Common Stock underlying such Debentures) will bear a legend substantially as set forth below: NEITHER THIS DEBENTURE NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE DEBENTURE IS CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDLAWS. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion Unless the issuance of the Registrable Securities unless and until (i) there is then in effect a registration statement Shares has been registered under the Securities Act covering of 1933, as amended (the "1933 Act"): (a) this Warrant and any Shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of except: (i) to a person who, in the opinion of counsel to the Company, is a person to whom this Warrant or the Shares may legally be transferred without registration and without the delivery of a current prospectus under the 1933 Act with respect thereto and then only against receipt of an agreement of such proposed person to comply with the provisions of this Section 6 with respect to any resale or other disposition and of such disposition is made in accordance with such registration statementsecurities; or (ii) (A) such Holder shall have notified to any person upon the Company delivery of a prospectus then meeting the requirements of the proposed disposition 1933 Act relating to such securities and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition offering thereof for such sale or disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory thereafter to the Company, that such disposition will not require registration of such shares under the Securities Act.all successive assignees; (b) Notwithstanding upon exercise of any of the provisions Warrants and the issuance of subparagraphs (i) any of the Shares, all certificates representing such shares shall bear on the face thereof substantially the following legend, insofar as is consistent with California law, as well as any other legends necessary to comply with applicable state and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust federal laws for the benefit issuance of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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): such shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THESE SECURITIES MAY NOT BE SOLD SOLD, PLEDGED, TRANSFERRED OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED ASSIGNED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IN A TRANSACTION WHICH IS EXEMPT UNDER SAID PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION; ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION IS NOT REQUIREDOF ANY SUCH SECURITIES. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable its Restricted Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWSAMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering or the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. Until and unless this Agreement has been terminated, each of the Stockholders shall not, except as expressly permitted in this Agreement, (a) Each Holder agrees not sell, exchange, pledge, encumber or otherwise transfer or dispose of, any of its shares of Fairchild Common Stock (which for avoidance of doubt shall include any option to make any disposition purchase shares of all or any portion capital stock of the Registrable Securities unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) such Holder shall have notified the Company Fairchild exercisable for shares of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject Fairchild Common Stock pursuant to the terms of the option), or any interest therein, (b) deposit its shares of Fairchild Common Stock into a voting trust or enter into a voting agreement or arrangement with respect to such shares of Fairchild Common Stock or grant any proxy with respect thereto or (c) enter into any agreement, arrangement, understanding or undertaking to do any of the foregoing. Notwithstanding the foregoing, each of the Stockholders may during the term of this Section 1.2 Agreement (i) assign, sell or otherwise transfer any of its shares of Fairchild Common Stock to a constituent partner or member of such Stockholder which is a partnership or limited liability company, or to an Affiliate of such Stockholder which is a corporation, partnership or limited liability company, provided that such transferee, upon receipt of such shares of Fairchild Common Stock shall thereupon be bound by this Agreement to the same extent as such Stockholder and (ii) sell any of its shares of Fairchild Common Stock in accordance with the volume and manner restrictions set forth in Rule 144 of the Securities Act, provided that such Stockholder may not sell any of its shares of Fairchild Common Stock pursuant to subdivision (k) of Rule 144, even if it were an original Holder hereunder. (c) Each certificate representing Registrable Securities such shares of Fairchild Common Stock would otherwise be eligible for sale under such subdivision at the time of such sale, provided that such transferee, upon receipt of such shares of Fairchild Common Stock shall (unless otherwise permitted thereupon be bound by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar Agreement to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDsame extent as such Stockholder. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder Shareholder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) an individual transferring to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWSAMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration. THE SALE, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement as an Investor (unless the Company is, at the time of such transfer, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and such transfer is made pursuant to Rule 144), (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Upon consummation of a transfer consistent with this Subsection 2.1(a)(ii), the transferee shall have all rights and obligations of an Investor with no further action required, subject to Section 2.10 of this Agreement. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interestsPermitted Transfer; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder Investor hereunder. (civ) Notwithstanding compliance with this Section 2.1(a), each transfer of Registrable Securities shall also be subject to the restrictions and obligations set forth in Section 4 of this Agreement to the extent applicable. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this the 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall (i) have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legendlegend or (ii) have provided reasonable representations evidencing that the Holder satisfies the requirements of Rule 144 with respect to such shares. (ed) Any Without limiting the foregoing, any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion Except as otherwise permitted by the Committee, none of the Registrable Securities unless Award Class AO LTIP Units granted hereunder nor any of the Common Units into which such Award Class AO LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), and until the Redemption Rights (as defined in the Partnership Agreement) may not be exercised with respect to the Award Common Units, provided that, at any time after the date that is at least two (2) years after the Grant Date, (i) there is then Award Class AO LTIP Units may be Transferred to the Grantee’s Family Members by gift or pursuant to domestic relations order in effect a registration statement under settlement of marital property rights; (ii) Award Class AO LTIP Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in such entity; and (iii) the Redemption Rights may be exercised with respect to Award Common Units, and Award Common Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Rights, in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, the transferee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 3 and all Transfers of Award Class AO LTIP Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act covering such proposed disposition of 1933, as amended (the “Securities Act”)), and such disposition is made in accordance with such registration statement; or (ii) (A) such Holder shall have notified the Company applicable terms and conditions of the proposed disposition and shall have furnished Partnership Agreement. In connection with any Transfer of Award Class AO LTIP Units, the Company with a detailed statement of Partnership may require the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with Grantee to provide an opinion of counsel, reasonably satisfactory to the CompanyPartnership, that such disposition will not require registration of such shares under Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act. (b) Notwithstanding the provisions ). Any attempted Transfer of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners Award Class AO LTIP Units not in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms and conditions of this Section 1.2 4 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award Class AO LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award Class AO LTIP Units. Except as provided expressly in this Section 4, this Agreement is personal to the same extent as if it were an original Holder hereunderGrantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Preferred Stock or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) if such transfer is prior to the Company’s Initial Public Offering, the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company Company, at its expense, with an opinion of counsel, reasonably satisfactory to the Company, or any other evidence that the Company may require (which may include a “no action” letter from the staff of the SEC) that such disposition will not require registration of such shares under the Securities Act. The Company will not require opinions of counsel for transactions made pursuant to Rule 144 under the Securities Act unless the Holder is an “affiliate” (as defined for purposes of Rule 144 under the Securities Act) of the Company or the Company believes in good faith that there is a substantial question about whether or not the Holder is such an affiliate. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring by means of distribution to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring by means of distribution to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one members of such Holder’s family or more (E) a Holder transferring to an Affiliate of his family members, such Holder; provided that in each such case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if he, she or it were an original Holder hereunderhereunder if such transfer is prior to the Company’s Initial Public Offering. (c) Each certificate representing Preferred Stock or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Public Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification and legend and in circumstances in which the Holder would not be required to file a Form 144 with the SEC to claim the “safe harbor” exemption from registration under the Securities Act afforded by Rule 144 under the Securities Act, whether or legendnot in fact such Holder is claiming such safe harbor exemption, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions under this Agreement. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered advice of counsel to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsmay lawfully be removed.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the such Holder’s Preferred Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) such 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 and disposition, (B) if reasonably requested by the Company, and at the Company’s expense, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act, (C) such disposition complies with the terms of the Stockholders Agreement, and (D) in the event of a transfer in advance of the Company’s Qualified Public Offering, the transferee has agreed in writing to be bound by the terms of this Agreement. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its stockholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the an individual Holder’s family member or a trust for the benefit of an individual Holder or one or more such Holder’s family member; provided, that in each case such disposition complies with the terms of his family members, provided that the Stockholders Agreement and the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Preferred Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend (the “Securities Act Legend”) substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION IN ACCORDANCE WITH THE TERMS OF COUNSEL REASONABLY SATISFACTORY THE COMPANY’S AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT DATED AS OF JULY 8, 2008 BY AND AMONG THE COMPANY AND THE PARTIES NAMED THEREIN, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY AND MAY BE OBTAINED UPON WRITTEN REQUEST TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDSECRETARY OF THE COMPANY. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates not bearing the Securities Act Legend at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. The Company shall not require an opinion of counsel and shall promptly reissue unlegended certificates in connection with the disposition of securities for distributions by partnerships and limited liability companies in accordance with the partnership or limited liability company operating agreements relative thereto and exactly in accordance with each partner’s percentage interest in such entity, provided, however, that legends shall remain on the certificates representing distributed shares unless they are eligible for sale under Rule 144. (d) Notwithstanding any other provision of this Agreement, no transfer or disposition may be made pursuant to this Agreement unless such transfer or disposition complies with applicable federal and state securities laws, including, without limitation, the Securities Act. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) 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 and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities Acthereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend. (e) , provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any sale, transfer, disposition or assignment of the legal or beneficial ownership of all or any portion of the Shares or Registrable Securities and the Company shall not be bound to recognize or register any such purported sale, transfer, disposition or assignment, unless and until until: (i) there is then in effect either (a) a registration statement under the Securities Act or (b) an equivalent filing on any other market exchange approved by the Board and the Requisite Holders covering such proposed sale, transfer, disposition or assignment and such sale, transfer, disposition or assignment is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which is to (iA) its Affiliates, (B) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiC) a corporation transferring to a wholly-owned subsidiary or a parent corporation that directly or indirectly owns all of the capital stock of the Holder, or a direct or indirect wholly-owned subsidiary of such parent corporation, (D) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiE) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE SHAREHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or , (ii) the transferee has agreed in writing for the benefit of the Company prior to such transfer, and as a condition thereof, delivers to the Company a written instrument by which such transferee agrees to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (A) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Act or (biii) the disposition is made pursuant to Rule 144. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144. Notwithstanding the provisions of subparagraphs 1.2(i), (iii) and (ii) of paragraph (aiii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or retired partners (who retire after the date hereof) in accordance with their partnership interests; , of (ii) a limited liability company to its members in accordance with their member interests; or (iiiB) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder, provided that such transfer is without consideration and the transferee will be subject to the terms of this Section 1.2 to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE AMENDED (THE "SECURITIES LAWS, AND ACT"). SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO DISPOSED OF, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL (WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER COMPANY) REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, UNLESS SUCH SALE, TRANSFER OR OTHER DISPOSITION IS MADE PURSUANT TO RULE 144 OF THE SECURITIES ACT, IN WHICH CASE NO OPINION OF COUNSEL SHALL BE REQUIRED, OR EXCEPT AS OTHERWISE PERMITTED UNDER A CERTAIN STOCK PURCHASE AGREEMENT DATED NOVEMBER__, 1997 AMONG THE COMPANY, THE ORIGINAL HOLDER AND OTHERS, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY FOR INSPECTION. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE REGISTRATION RIGHTS AGREEMENT DATED NOVEMBER__, 1997, AS AMENDED, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY OR MAY BE AVAILABLE UPON REQUEST. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates Registrable Securities at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities Registrable Securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument any Registrable Securities pursuant to applicable state securities laws and the any stop-transfer instructions with respect to such securities any Registrable Securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 9. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Registrable Securities unless and until Restricted Securities, or any beneficial interest therein, except (i) there is then in effect a pursuant to an effective registration statement under the Securities Act covering Act, including such proposed disposition and such disposition is made in accordance with such registration statement; as required hereunder, or (ii) pursuant to an available exemption from registration under the Securities Act (Aincluding sales permitted pursuant to Rule 144) such Holder shall have notified the Company and applicable state securities laws. Any transfer or purported transfer of the proposed disposition and Restricted Securities in violation of this Section 9 shall have furnished the be void. The Company with a detailed statement shall not be required to register any transfer of the circumstances surrounding the proposed disposition Restricted Securities in violation of this Section 9. The Company may, and (B) if reasonably requested by may instruct any transfer agent for the Company, to place such Holder shall have furnished stop transfer orders as may be required on the transfer books of the Company in order to ensure compliance with an opinion the provisions of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Actthis Section 9. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION IS NOT REQUIREDUNDER SAID ACT. (dc) The Company legend set forth in Section 9(b) shall be obligated removed from the certificates evidencing the Restricted Securities, (i) in connection with any sale of such Restricted Securities pursuant to promptly reissue unlegended certificates at Rule 144 or any effective registration statement, including such as required hereunder, or (ii) if such Restricted Securities are eligible for sale under Rule 144(k) (and the holder of such Restricted Securities has submitted a written request for removal of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect legend certifying that the securities proposed to be disposed of may lawfully be so disposed of holder is in compliance with the applicable provisions of Rule 144(k)) or (iii) if such legend is not required under applicable requirements of the Securities Act (including interpretations and pronouncements issued by the Staff of the SEC) (and the holder of such Restricted Securities has submitted a written request for removal of the legend certifying that such legend is not required under applicable requirements of the Securities Act (including such interpretations and pronouncements)) and, if reasonably requested by the Company, the Company has received from the Holder’s counsel an opinion, in such form as is reasonably satisfactory to Company’s counsel, that such legend is not so required. The Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent, if required, promptly upon the occurrence of any of the events in clauses (i), (ii) or (iii) above to effect the removal of the legend on certificates evidencing the Restricted Securities and shall also cause its counsel to issue a “blanket” legal opinion to the Company’s transfer agent, if required, promptly after the effective date of any registration statement, including such as required hereunder, covering the resale of the Restricted Securities to allow sales without registration, qualification or legend. (e) Any legend endorsed on an instrument restriction pursuant to applicable state securities laws and such registration statement. The Company agrees that at such time as such legend is no longer required under this Section 9, it will, promptly following the stop-transfer instructions with respect to such securities shall be removed upon receipt delivery by the Company of an order of the appropriate blue sky authority authorizing such removal or if the a Holder shall request such removal and shall have obtained and delivered to the Company an opinion or the Company’s transfer agent of counsel reasonably acceptable a certificate representing the Restricted Securities issued with such legend, deliver or cause to be delivered to or as directed by such Holder a certificate representing such Restricted Securities that is free from such legend; provided, however, that in the case of removal of the legend in connection with a sale pursuant to Rule 144, the holder of such Restricted Securities has submitted a written request for removal of the legend indicating that the holder has complied with the applicable provisions of Rule 144, including delivery of a broker’s representation letter and a copy of a Form 144 filed in connection with such sale. The Company may not make any notation on its records or give instructions to any transfer agent of the Company to that enlarge the effect that such legend and/or stop-restrictions on transfer instructions are no longer required pursuant to applicable state securities lawsset forth in this Section.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all any Shares, Warrants or any portion of the Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners or retired partners in accordance with their partnership interests; interests (if the Holder is a partnership), (ii) a limited liability company to an affiliate of such Holder, (iii) to its members or former members in accordance with their member interests; interest in the limited liability company (if the Holder is a limited liability company), (iv) to its shareholders in accordance their percentage ownership interest in the corporation (if the Holder is a corporation), (v) to its affiliated or related venture capital funds (if the Holder is a venture capital fund investor), or (iiivi) to the such Holder’s family member members or to a trust for the benefit of an individual Holder and/or his or one or more of his her family members; provided, provided that however, that, subject to the provisions of Section 2.11 below, the transferee will shall be subject to the terms of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder hereunder. (cb) Each certificate representing Shares, Warrants and Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any other legend required under applicable state securities lawslaws or as provided elsewhere in this Agreement): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWS, OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED OR QUALIFIED UNDER SAID THE ACT AND ANY APPLICABLE STATE THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY OR OTHER EVIDENCE, SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky Blue Sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until unless: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an applicable exemption from the registration requirements of the Securities Act and such registration statementstate securities laws; or and (ii) (A) 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 and (B) if reasonably requested transferee has agreed in writing to be bound by the Company, such Holder shall have furnished the Company with an opinion terms of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Actthis Agreement. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing any Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (dc) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect parties hereto acknowledge and agree that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order provisions of the appropriate blue sky authority authorizing such Warrants shall govern the removal or if of the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such first legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.listed above. The second legend listed

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities lawslaws or as provided elsewhere in this Agreement): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. Each Member does hereby acknowledge that (a) such Member is aware that such Member’s interest in the Company is subject to the restrictions on transfer and other terms and conditions set forth in this Agreement and may not be offered for sale, pledged, hypothecated, sold, assigned, or transferred at any time except in compliance with the terms and conditions hereof; (b) such Member will be required to bear the risk of its investment for an indefinite period of time; (c) such Member’s interest in the Company has not been registered (i) under any state securities laws (the “State Acts”), (ii) under the United States Securities Act of 1933, as amended (the “Federal Act”), or (iii) under the securities laws of any foreign jurisdiction (the “Foreign Acts”), and neither such interest nor any part thereof may be offered for sale, pledged, hypothecated, sold, assigned, or transferred at any time except in compliance with the terms and conditions of this Agreement and (1) pursuant to an effective registration statement under any applicable State Acts or in a transaction that is exempt from registration under such State Acts or for which such registration otherwise is not required, (2) pursuant to an effective registration statement under the Federal Act or in a transaction that is exempt from registration under the Federal Act or for which such registration otherwise is not required, and (3) pursuant to an effective registration statement under any applicable Foreign Acts or in a transaction that is exempt from registration under any applicable Foreign Acts or for which such registration is not otherwise required. Each Holder agrees Member further understands and acknowledges that such Member’s representations and warranties contained in this Section 9 are being relied upon by the Company as the basis for the exemption of the purchase of its interest in the Company from the registration requirements of the Federal Act, the applicable State Acts, and the applicable Foreign Acts. Each Member further acknowledges that the Company will not and has no obligation to make recognize any disposition sale, transfer, or assignment of all or any portion part of such Member’s interest in the Registrable Securities Company to any person unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDAgreement have been fully satisfied. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2.1, provided and to the extent such Section is then applicable. This Section shall not be applicable if: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) such Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares Shares under the Securities Act.. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144; or (biii) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for There is a transfer by a Holder which is (iA) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; , or (iiiB) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder, provided that the transferee will be subject to the terms of this Section 1.2 2.1 to the same extent as if it he were an original Holder hereunderhereunder (it being agreed that the Company will not require opinions of counsel for such transfers). (cb) Each certificate representing Registrable Securities the Shares shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities lawslaws or as provided elsewhere in the Agreement): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OR, IN THE OPINION OF COUNSEL REASONABLY OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.OF THESE

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) such Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or retired partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more for the benefit of his a Holder's family membersmember, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it such transferee were an original Holder hereunder. (cb) Each certificate representing Registrable 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 SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWSSTATE, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS IN THE ABSENCE OF SUCH REGISTRATION, OR UNLESS THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the an Affiliate of such Holder, or to Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 OF THE ACT OR THE COMPANY, UPON ITS REASONABLE REQUEST, HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend; provided, that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not Prior to make the earlier to occur of the fifth (5th) anniversary of the date hereof and, if the Company consummates an IPO, the expiration of any disposition of lockup period with respect to the Preference Shares in connection therewith, no Shareholder shall Transfer all or any portion part of the Registrable Securities Preference Shares owned by it without the prior written consent of the Board, which consent may be given or withheld in the sole discretion of the Board, to any other Person. The Shareholders hereby acknowledge that, although it is in the sole discretion of the Board to give or withhold any such consent, the Company’s intent is that, before the third (3rd) anniversary of the date hereof, the Board will not approve any Transfer that is not an Affiliate Transfer. (b) Prior to the consummation of an IPO and the expiration of any lockup period with respect to the Preference Shares in connection therewith, no Transfer of Preference Shares shall be permitted unless and until (i) there is then the Board determines in effect a registration statement under its sole discretion that such Transfer: (A) would not violate the Securities Act covering such proposed disposition or any state securities or “blue sky” laws applicable to the Company or the Preference Shares to be transferred; (B) has been approved, if necessary, by the Bermuda Monetary Authority; (C) would not result in the Preference Shares being held by 2,000 or more persons who are Accredited Investors or otherwise cause the Company to become subject to the reporting requirements under Section 12 of the Exchange Act; (D) would not cause the Company to become subject to registration as an investment company under the Investment Company Act; and such disposition is made in accordance with such registration statement(E) would not have any other material adverse legal, tax or regulatory effect on the Company; or and (ii) (A) such Holder shall have notified the Company of Shareholder that proposes to Transfer Preference Shares delivers, at the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the CompanyBoard’s request, such Holder shall have furnished the Company with an opinion of counselcounsel which, reasonably satisfactory to the CompanyBoard’s reasonable satisfaction, is knowledgeable in securities law matters to the effect that such disposition will not require Transfer may be effected without registration of such shares Preference Shares under the Securities Act. (bc) Notwithstanding [Reserved.] (d) The Board may condition any Transfer upon receipt of such information, representations, warranties, covenants and indemnities from the provisions of subparagraphs transferor and transferee as the Board may determine in its sole discretion. (e) If the Board in good faith concludes that any applicable conditions in Section 3.01(b) have been satisfied, then it shall not withhold its consent to (i) and any Affiliate Transfer, or (ii) any other Transfer occurring after the fifth anniversary of paragraph the date hereof, if such Transfer involves at least 40,000 Preference Shares (a) aboveor, no such registration statement or opinion if less, the transferor’s entire holding of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunderPreference Shares). (cf) Each certificate representing Registrable Securities shall (unless otherwise permitted by In the event of any purported or attempted Transfer that does not comply with the provisions of this Agreement, the attempted Transfer shall be null and void ab initio and will confer no rights whatsoever on the purported transferee as against the Company or any other shareholder of the Company, including the Shareholders, and the Company shall not record such Transfer on its books or treat any purported transferee of such Preference Shares as the owner of such Preference Shares for any purpose. (g) be stamped or otherwise imprinted with a legend substantially similar Notwithstanding anything contained herein to the contrary, following (an IPO of the Company, in addition to any legend lockup period required by the underwriters, the Board may impose Transfer restrictions on Preference Shares to ensure that no such Transfer would (i) cause the Company to become subject to registration as an investment company under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933the Investment Company Act or (ii) have any other material adverse legal, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDtax or regulatory effect on the Company. (dh) The Company shall be obligated Notwithstanding anything contained herein to promptly reissue unlegended certificates at the request contrary, prior to the consummation of an IPO, any Holder thereof if the Holder shall have obtained an opinion transferee of counsel Preference Shares who is not a Shareholder (which counsel may be counsel to other than the Company) reasonably acceptable and has acquired such Preference Shares from a Shareholder shall upon the consummation of, and as a condition to, such Transfer execute and deliver to the Company a transfer agreement and an instrument substantially in the form attached hereto as Exhibit A (or a counterpart to the effect that the securities proposed this Agreement) pursuant to which such transferee agrees to be disposed bound by the terms of may lawfully be so disposed this Agreement as a Shareholder, with such rights of the transferor that are assigned by the transferor in compliance with the Securities Act without registration, qualification or legendthis Section 3.01. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a subsidiary or a parent corporation or other affiliate, (C) a limited liability company transferring to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder Holder, or (E) controlled by or under common control with one or more of his family membersgeneral partners or managing members of, or that shares the same management company with, a venture capital fund transferring to such fund; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. The right of the Stockholder to directly or indirectly, in any single transaction or series of related transactions, sell, give, assign, pledge, grant a security interest in, hypothecate, offer or otherwise transfer (or enter into any Contract, Derivative Instrument (other than a Derivative Instrument that is a Hedging Arrangement that does not settle into Shares prior to the expiration of the Lock-up Period or other obligation regarding the future sale, assignment, pledge or transfer of) Beneficial Ownership of (each, a “Transfer”) any Shares is subject to the restrictions set forth in this Article 2, and no Transfer of Shares by the Stockholder may be effected except in compliance with this Article 2 and in accordance with all applicable Laws. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of the Company or any local custodian or transfer agent. (a) Each Holder agrees not to make any disposition of all or any portion Until the expiration of the Registrable Securities unless and until Lock-Up Period, the Stockholder shall not directly or indirectly, in any single transaction or series of related transactions, Transfer any Shares without the prior written consent of the Company, other than the following Transfers (each, a “Lock-Up Period Permitted Transfer”): (i) there is then a Transfer of Shares in effect response to a registration statement under tender or exchange offer by any Person or a Third Party Acquisition that has been approved or recommended by the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or Board of Directors; (ii) (A) such Holder shall have notified a Transfer of Shares to the Company or a Subsidiary or controlled Affiliate of the proposed disposition Company; (iii) a Transfer of Shares to a Permitted Transferee, so long as such Permitted Transferee, to the extent it has not already done so, executes a customary joinder to this Agreement, in form and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if substance reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory acceptable to the Company, in which such Permitted Transferee agrees to be bound by the terms of this Agreement as if such Permitted Transferee was an original party hereto; (iv) a Transfer required by Law; (v) a Transfer that such disposition will not require registration has been approved in advance by the Board of such shares Directors or a duly authorized committee thereof; (vi) a Transfer of Shares pursuant to Section 5.5 and meeting the requirements of Section 2.1(c)(ii); (vii) distribution in kind to the Stockholder’s equityholders in connection with the bona fide winding up or dissolution of the Stockholder; and (viii) a Transfer of Shares in connection with which the Stockholder’s rights under this Agreement are assigned to the Securities ActTransferee pursuant to Section 6.6(b)(i). (b) Notwithstanding Following the provisions Lock-Up Period, the Stockholder shall be entitled to Transfer any Shares in its sole discretion, provided that Stockholder shall not directly or indirectly, in any single transaction or series of subparagraphs related transactions, Transfer any Shares: (i) other than in accordance with all applicable Laws and the other terms and conditions of this Agreement; (ii) that would result in the Transfer by Stockholder (together with its Group Members) on any trading day of paragraph (a) above, no such registration statement or opinion shares totaling more than 25% of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holderfour-week average daily trading volume of the Company’s family member or a trust Common Stock reported for the benefit of an individual Holder or one or more of his family members, provided that security during the transferee will be subject to four calendar weeks preceding the terms of this Section 1.2 to week in which the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed Transfer is to be disposed of may lawfully be so disposed of effected, except in a privately negotiated sale (including block trades) or in an underwritten public offering (including block trades and whether or not such offering is marketed) in compliance with the Securities Act without registration, qualification or legend.Act; or (eiii) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stopa Prohibited Transferee (except in a Non-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsProhibited Transfer).

Restrictions on Transfer. (a) Each Holder agrees not Prior to make the earlier to occur of the fifth (5th) anniversary of the date hereof and, if the Company consummates an IPO, the expiration of any disposition of lockup period with respect to the Common Shares in connection therewith, no Shareholder shall Transfer all or any portion part of the Registrable Securities Common Shares owned by it without the prior written consent of the Board, which consent may be given or withheld in the sole discretion of the Board, to any other Person. Notwithstanding the foregoing, prior to the earlier to occur of the fifth (5th) anniversary of the date hereof and, if the Company consummates an IPO, the first anniversary of such IPO, no Shareholder that is an Arch Entity shall Transfer (other than to another Arch Entity or in connection with a tender offer made to all Shareholders) all or any part of the Common Shares owned by it or any other Arch Entity as of the date hereof without the prior written consent of the Board, which consent may be given or withheld in the sole discretion of the Board, to any other Person. The Shareholders hereby acknowledge that, although it is in the sole discretion of the Board to give or withhold any such consent required by this Section 3.01(a), the Company’s intent is that, before the third (3rd) anniversary of the date hereof, the Board will not approve any Transfer that is not an Affiliate Transfer. (b) Prior to the consummation of an IPO and the expiration of any lockup period with respect to the Common Shares in connection therewith, no Transfer of Common Shares shall be permitted unless and until (i) there is then the Board determines in effect a registration statement under its sole discretion that such Transfer: (A) would not violate the Securities Act covering such proposed disposition or any state securities or “blue sky” laws applicable to the Company or the Common Shares to be transferred; (B) has been approved, if necessary, by the Bermuda Monetary Authority; (C) would not result in the Common Shares being held by 2,000 or more persons who are Accredited Investors or otherwise cause the Company to become subject to the reporting requirements under Section 12 of the Exchange Act; (D) would not cause the Company to become subject to registration as an investment company under the Investment Company Act; and such disposition is made in accordance with such registration statement(E) would not have any other material adverse legal, tax or regulatory effect on the Company; or and (ii) (A) such Holder shall have notified the Company of Shareholder that proposes to Transfer Common Shares delivers, at the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the CompanyBoard’s request, such Holder shall have furnished the Company with an opinion of counselcounsel which, reasonably satisfactory to the CompanyBoard’s reasonable satisfaction, is knowledgeable in securities law matters to the effect that such disposition will not require Transfer may be effected without registration of such shares Common Shares under the Securities Act. (bc) Notwithstanding The Board shall act by majority vote; provided, however, that until the provisions earliest to occur of subparagraphs (i) and the seventh anniversary of the date hereof, (ii) the consummation of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or an IPO and (iii) to the Holderdate on which the Investment Manager is no longer serving as manager of the Company’s family member investments or a trust for Arch Underwriters is no longer serving as manager of the benefit of an individual Holder or one or more of his family membersCompany’s reinsurance portfolio, provided that as applicable, (x) the transferee Investment Manager’s consent will be subject required for any proposed transfer that would result in an Investment Manager Restricted Party owning more than 20% of the Common Shares of the Company (or increasing its position to an amount greater than 20%) and (y) Arch Underwriters’ consent will be required for any proposed transfer that would result in an Arch Underwriters Restricted Party owning more than 20% of the terms Common Shares of this Section 1.2 the Company (or increasing its position to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDamount greater than 20%). (d) The Company shall be obligated to promptly reissue unlegended certificates at Board may condition any Transfer upon receipt of such information, representations, warranties, covenants and indemnities from the request of any Holder thereof if transferor and transferee as the Holder shall have obtained an opinion of counsel (which counsel Board may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of determine in compliance with the Securities Act without registration, qualification or legendits sole discretion. (e) Any legend endorsed If the Board in good faith concludes that any applicable conditions in Section 3.01(b) have been satisfied, then it shall not withhold its consent to (i) any Affiliate Transfer, or (ii) any other Transfer occurring after the fifth anniversary of the date hereof, if such Transfer involves at least 100,000 Common Shares (or, if less, the transferor’s entire holding of Common Shares). (f) In the event of any purported or attempted Transfer that does not comply with the provisions of this Agreement, the attempted Transfer shall be null and void ab initio and will confer no rights whatsoever on an instrument pursuant to applicable state securities laws the purported transferee as against the Company or any other shareholder of the Company, including the Shareholders, and the stop-transfer instructions with respect Company shall not record such Transfer on its books or treat any purported transferee of such Common Shares as the owner of such Common Shares for any purpose. (g) Notwithstanding anything contained herein to such securities shall be removed upon receipt the contrary, following an IPO of the Company, in addition to any lockup period required by the underwriters, the Board may impose Transfer restrictions on Common Shares to ensure that no such Transfer would (i) cause the Company to become subject to registration as an investment company under the Investment Company Act or (ii) have any other material adverse legal, tax or regulatory effect on the Company. (h) Notwithstanding anything contained herein to the contrary, prior to the consummation of an order IPO, any transferee of Common Shares who is not a Shareholder (other than the appropriate blue sky authority authorizing Company) and has acquired such removal or if Common Shares from a Shareholder shall upon the Holder shall request consummation of, and as a condition to, such removal Transfer execute and shall have obtained and delivered deliver to the Company a transfer agreement and an opinion of counsel reasonably acceptable instrument substantially in the form attached hereto as Exhibit A (or a counterpart to the Company to the effect that such legend and/or stop-transfer instructions are no longer required this Agreement) pursuant to applicable state securities lawswhich such transferee agrees to be bound by the terms of this Agreement as a Shareholder, with such rights of the transferor that are assigned by the transferor in compliance with this Section 3.01.

Restrictions on Transfer. (a) Each Holder party hereto agrees not to make any disposition of all or any portion of the Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder party shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder party shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Act and applicable state and foreign securities law. Notwithstanding the foregoing, no such opinion of counsel shall be required in connection with any transfer of shares of Registrable Securities made in compliance with Rule 144. After its Initial Offering, the Company will not require the transferee to be bound by the terms of this Agreement. Notwithstanding the provisions of subparagraphs clauses (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which party hereto that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of such corporation, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holdersuch individual’s family member or a trust for the benefit of an individual Holder or one or more of his family members, such individual; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunderparty hereto. (cb) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this the 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWSLAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, AND MAY NOT BE SOLD OR OFFERED FOR SALE ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT COMPANY). THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE SHAREHOLDER AND THE COMPANY. COPIES OF SUCH REGISTRATION IS NOT REQUIREDAGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder such holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder removal. (e) The restrictions set forth in this Section 2.1 shall request terminate with respect to any securities at such removal and shall have obtained and delivered time as such securities cease to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsbe Registrable Securities.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his such Holder’s family members, member; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Holder Company shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder Investor agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement containing a reasonably detailed statement description of the circumstances surrounding material terms or the proposed disposition transfer, the name and address of the transferee, the purchase price and terms of payment, the date of the proposed transfer, and the number and description of the shares of Preferred Stock or Common Stock to be transferred, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (aSection 4.1(a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their the corresponding partnership agreement or partnership interests; , (iiB) a corporation transferring to an Affiliate, (C) a limited liability company transferring to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiD) an individual Holder transferring to the such Holder’s family member or a trust for the benefit of an such individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. A COPY OF SUCH INVESTOR RIGHTS AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SECURITIES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if (i) the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the CompanyCompany engaged by such Holder at such Holder’s expense) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification and legend, (ii) after the securities are sold pursuant to an effective registration statement, or legend(iii) as soon as such shares are qualified for resale under Rule 144. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement under certificate representing the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance endorsed with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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): legend: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION IS NOT REQUIREDAND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. The Company need not register a transfer of any Securities, and may also instruct its transfer agent not to register the transfer of the Securities, unless the conditions specified in the foregoing legend are satisfied. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (eb) Any legend endorsed on an instrument a certificate pursuant to applicable state securities laws subsection 9.2(a) and the stop-any stop transfer instructions with respect to such securities shall be removed upon receipt by and the Company shall issue a certificate without such legend to the holder thereof if such Securities are registered under the Securities Act and a prospectus meeting the requirements of an order Section 10 of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.Securities

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) the transferee has agreed in writing to be bound by the terms of this Agreement (for purposes of clarification, this condition (A) shall apply only to transferees who acquired Shares or Registrable Securities prior to the Qualified IPO and only with respect to such shares) including without limitation, Sections 2.1 and 2.12 hereof, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder Holders shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to and in accordance with Rule 144, except in unusual circumstances. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer (i) by a Holder which that is (i) a partnership transferring to its partners partners, members or other equity owners or former partners, retired members or other equity owners or to the estate of any of its partners, members or other equity owners or retired partners, members or other equity holders so long as such transfers are in accordance with partnership interests and made pursuant to the terms of such Holder’s partnership agreement, (ii) by a Holder that is a corporation transferring to a wholly-owned subsidiary of such Holder, a parent corporation that owns all of the capital stock of such Holder or the stockholders of such Holder in accordance with their partnership interests; ownership of the Holder, (iiiii) by a Holder that is a limited liability company transferring to its members or former members in accordance with their member interests; or (iii) interest in the limited liability company and made pursuant to the terms of such Holder’s family member limited liability company agreement, (iv) by a Holder that is an individual holder transferring to such Holder’s spouse, child (natural or adopted), or any other direct lineal descendants of such Holder (or his or her spouse), (each, a “Family Member”), or any custodian or trustee of any trust or any other corporation, partnership or limited liability company for the benefit of, or the ownership interests of an individual which are owned wholly by such Holder or any such Holder’s Family Members, (v) subject to applicable securities laws, by a Holder that is transferring to an Affiliate of such Holder, (vi) subject to applicable securities laws, to one or more Affiliated partnerships, limited liability companies or funds managed by a Holder or any of his family their respective directors, officers, partners or members, (vii) subject to applicable securities laws, by a Holder that is a transferee of not less than ten percent (10%) of the Registrable Securities (as adjusted for stock dividends, combinations, splits, recapitalizations and the like) held by the transferring Holder measured as of the date such Holder became a party to this Agreement, or (viii) that is a transfer not involving any change in beneficial ownership; provided that in each such case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement, including, without limitation, Sections 2.1 and 2.12 hereof, to the same extent as if it such transferee were an original Holder hereunder. Notwithstanding anything to the contrary contained herein, any transfer of Shares or Registrable Securities shall be subject to the terms of Section 4.1 of the ROFR Agreement. (c) Each certificate representing shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE ISSUER HAS RECEIVED AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, BY AND BETWEEN THE STOCKHOLDER AND THE ISSUER OF SUCH SECURITIES, INCLUDING A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE ISSUER FILED UNDER THE ACT AND VOTING RESTRICTIONS AS SET FORTH IN THE THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL, CO-SALE AND VOTING AGREEMENT. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF SUCH SECURITIES. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if (i) the Company has completed the Initial Public Offering, (ii) the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification and legend and (iii) the Holder shall have delivered such securities to the Company or legendits transfer agent. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky Blue Sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder Investor agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) following the Initial Offering, there is then in effect a registration statement under the Securities Act covering such proposed disposition with respect to the Shares or Registrable Securities and such disposition is made in accordance with such registration statement; or if no registration statement is then in effect, Investor provides to the Company an opinion of counsel that such disposition does not violate any applicable state or federal securities laws, provided, that the Company will not require such opinion of counsel if such disposition is made in compliance with Rule 144; or (ii) (A) such Holder disposition is made to a transferee that is an Affiliate of Investor, (B) such transferee has agreed in writing to be bound by the terms of this Agreement and the Voting Agreement (as defined below), (C) Investor shall have notified provided at least thirty (30) days prior written notice to the Company of the proposed disposition, and (D) such disposition is made in compliance with applicable state and federal securities laws. For the avoidance of doubt, a “disposition” shall have furnished not include the Company with a detailed statement conversion of the circumstances surrounding Note in accordance with its terms or the proposed disposition and (B) if reasonably requested by conversion of the Company, such Holder shall have furnished Shares in accordance with Section 5 of Part IV. C. of the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities ActCharter. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITY, FILED AND MADE EFFECTIVE UNDER ANY THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO AN EFFECTIVE THE ISSUER TO THE EFFECT THAT REGISTRATION STATEMENT UNDER SAID SUCH ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN REGISTRATION RIGHTS AND SECURITY-HOLDER AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (d) Any permitted transferee of Investor’s Series A-1 Preferred hereunder shall be bound by the obligations of that certain Voting Agreement by and among the Company and the parties listed on Exhibits A and B thereto, of even date herewith with respect to such shares of Series A-1 Preferred (the “Voting Agreement”). (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares, Series A Registrable Securities or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. After its Initial Offering, the Company will not require the transferee to be bound by the terms of this Agreement. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, or (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) a gift transfer to the Holder’s family member ancestors or the lineal descendants of such ancestors, or a gift transfer to a trust or family limited partnership for the benefit of an individual Holder or one or more of his family members, such ancestors and descendants; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares, Series A Stock, Series A Registrable Securities or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to upon receipt by the Company of an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant the securities proposed to be disposed of may lawfully be disposed in compliance with all applicable state securities laws.

Restrictions on Transfer. (a) Each Holder holder of a Preferred Share, Warrant or Warrant Share, by acceptance thereof, agrees that it will not to make sell or otherwise dispose of any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement such Securities have been registered under the Securities Act covering and, to the extent required, under any applicable state securities laws, (ii) such proposed disposition and such disposition is made Securities are sold in accordance with such registration statement; the applicable requirements and limitations of Rule 144 or Rule 144A and any applicable state securities laws, (iiiii) (A) such Holder shall have notified if the Company of the proposed disposition and shall have furnished has so requested, the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have has been furnished the Company with an opinion of counselopinion, in form and substance reasonably satisfactory to the Company, from counsel to such holder (which counsel may be inside counsel of such holder) to the effect that registration under the Securities Act is not required for the transfer as proposed (provided that such disposition will opinion may be conditioned upon the transferee's assuming the obligations of a holder of Securities under this Section) or (iv) the Company has been furnished with a letter from the Division of Corporate Finance of the Commission to the effect that such Division would not require recommend any action to the Commission if such proposed transfer were effected without a registration of such shares statement effective under the Securities Act. The Company agrees that within five (5) Business Days after receipt of any opinion referred to in (iii) above, it will notify the holder supplying such opinion whether such opinion is satisfactory to the Company's counsel. (b) Notwithstanding The Company may endorse on all Preferred Share, Warrant and Warrant Share certificates a legend stating or referring to the provisions of subparagraphs (i) and (ii) of transfer restrictions contained in paragraph (a) above; provided, that no such registration statement or opinion of counsel legend shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal any Preferred Share, Warrant or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.Warrant Share

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the 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 SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO DISPOSED OF UNLESS THEY ARE SO REGISTERED OR UNLESS AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH EXEMPTION FROM REGISTRATION IS NOT REQUIREDAVAILABLE." (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder Investor hereby agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then that, except in effect accordance with a registration statement filed pursuant to Section 5.2 of this Agreement, it will not dispose of any of such Investor's Shares or the Warrant Shares (other than pursuant to Rule 144 promulgated under the Securities Act covering ("Rule 144") or pursuant to a registration statement filed with the SEC pursuant to the Securities Act) unless and until such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Investor shall have (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory in form and substance to the Company and the Company's counsel, to the effect that such disposition will not require registration under the Securities Act. The restrictions on transfer imposed by this Section 4.2 shall cease and terminate as to the Shares and Warrant Shares held by an Investor when: (x) such Securities shall have been effectively registered under the Securities Act and sold by the holder thereof in accordance with such registration, or (y) on delivery of an opinion of the kind described in the preceding sentence with respect to such shares under Securities. Each Warrant and each certificate evidencing the Securities shall bear an appropriate restrictive legend as set forth in Section 4.2(c), except that such legend shall not be required after a transfer is made in compliance with Rule 144 or pursuant to a registration statement or if the opinion of counsel referred to above is issued and provides that such legend is not required in order to establish compliance with any provisions of the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) aboveSection 4.2(a), no such registration statement or opinion of counsel shall be necessary for a transfer by an Investor of the Securities to a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; subsidiary, member, partner, stockholder or (iii) to the Holder’s family member or a trust for the benefit affiliate of an individual Holder or one or more of his family membersthat Investor, provided that if the transferee will agrees in writing to be subject to the terms of this Section 1.2 hereof to the same extent as if it such transferee were an original Holder Investor hereunder. (c) Each certificate representing Registrable It is understood that, subject to Sections 4.2(a) and 4.2(b), the Warrants and the certificates evidencing the Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to will bear the following legends: (in addition to any legend required under applicable state securities laws): THE i) THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "SECURITIES ACT") OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE SOLD OR OFFERED FOR SALE SOLD, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT DISPOSED OF UNLESS REGISTERED UNDER SAID THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER THAT COMPANY) CONFIRMING THE AVAILABILITY OF SUCH REGISTRATION IS NOT REQUIREDEXEMPTION. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (eii) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt required by the Company laws of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to any other applicable state securities lawsjurisdiction.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by this Section 2, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) . Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder, provided that the transferee will be subject to the terms of this Section 1.2 2 to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities lawslaws or as provided elsewhere in this Agreement): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Subject to the restrictions, terms and conditions set forth in the Stockholders Agreement, no Holder agrees not to make shall dispose of any disposition shares of all Preferred Stock or any portion of the Registrable Securities held by such Holder unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) ; (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) 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 and disposition, (BC) if reasonably requested by the Company, such Holder shall have furnished the Company Company, at the Holder’s expense, with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act.Act and (D) such disposition complies with the terms of the Stockholders Agreement; or (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with their respective partnership interests; , (iiB) a corporation to its stockholders in accordance with their respective interests in the corporation, (C) a limited liability company to its members or former members in accordance with their member interests; respective interests in the limited liability company, or (iiiD) to the an individual Holder’s family member or a trust for the benefit of an individual Holder or one or more such Holder’s family member; provided, however, that in each case such disposition complies with the terms of his family members, provided that the Stockholders Agreement and the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing shares of Preferred Stock or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends (the “Legends”) substantially similar to the following (in addition to any legend legend(s) required by the Stockholders Agreement or under applicable state securities laws): THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY OR OTHER EVIDENCE SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Subject to any legends required by the Stockholders Agreement and applicable securities laws, the Company shall be obligated to promptly reissue unlegended certificates not bearing the Legends at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company, provided that, for the sake of clarity, the Holder shall pay all fees and expenses of such counsel) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. The Company shall not require an opinion of counsel and shall promptly reissue unlegended certificates in connection with any transfer of securities set forth in Section 2.1(a)(iii); provided, however, that legends shall remain on the certificates representing distributed shares unless they are eligible for sale under Rule 144 and any legends required by the Stockholders Agreement or applicable securities laws shall remain on such certificates. (d) Notwithstanding any other provision of this Agreement, no transfer or disposition may be made pursuant to this Agreement unless such transfer or disposition complies with applicable federal and state securities laws, including the Securities Act. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its stockholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities lawslaws or as provided elsewhere in this Agreement): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities Shares or the shares of Common Stock issuable upon conversion of the Shares ("Conversion Shares") unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement if such disposition occurs prior to the Initial Offering, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (i) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (ii) a corporation transferring to a wholly-owned subsidiary or a Person that owns all of the capital stock of the Holder, (iii) in the case of MedImmune, to any other member of the MedImmune Group, (iv) in the case of HCV VIII, to any other member of the HCV Group, (v) in the case of OBPV or MRNA, to any other member of the OBP Group, (vi) in the case of Merlin or Nexus, to any other member of the Merlin Group, (vii) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiviii) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his Holder’s family members, member; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal removal. (f) For purposes of clarification, and not limitation, nothing contained in this Section 2.1 shall amend, limit or if modify any Holder’s obligations under the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsVoting Agreement.

Restrictions on Transfer. (a) Each Holder Stockholder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement (unless the Company is, at the time of such Holder transfer, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and such transfer is made pursuant to Rule 144), (B) such Stockholder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder Stockholder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Upon consummation of a transfer consistent with this Section 2.1(a)(ii), the transferee shall have all rights and obligations of a Stockholder with no further action required, subject to Section 2.10 of this Agreement. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interestsPermitted Transfer; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder hereunderthe Stockholder hereunder provided that such transferee shall execute a counterpart signature page to this Agreement agreeing to be bound as a “Stockholder.” (cb) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this the 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AMENDED (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof a Stockholder if the Holder such Stockholder shall (i) have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legendlegend or (ii) have provided reasonable representations evidencing that such Stockholder satisfies the requirements of Rule 144 with respect to such shares. (ed) Any Without limiting the foregoing, any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not No Member shall have the right to make any disposition of dispose of, sell, alienate, assign, participate, subparticipate, encumber, or otherwise transfer all or any portion part of its Interest (other than an assignment by operation of law, such as a merger), unless prior to such transfer the transferee is approved in writing by all of the Registrable Securities unless other Members acting in their sole and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Actabsolute discretion. (b) Notwithstanding The transferee of the Interest of a Member may become a substituted Member only upon the terms and conditions set forth in this Article VII. Each Member shall have the power, in its sole discretion, to admit or to refuse to admit as substituted Members transferees who acquire the Interest, or any part thereof, of a Member hereunder. Except as otherwise provided in this Article VII, the failure or refusal of the Members to admit an assignee as a substituted Member shall not affect the right of such assignee to receive the share of distributions of the Company to which its predecessor in interest would have been entitled; however, the assignee of the assigned Interest shall not be entitled to exercise any rights of a Member of the Company, including without limitation the right to vote or consent with respect to any proposed action of the Company as to which such vote or consent is required, unless and until the assignee is admitted as a substituted Member. From and after the assignment of any Interest or portion thereof, the assignor shall not be entitled to exercise any rights of a Member of the Company in respect of the Interest or portion thereof assigned, including without limitation the right to vote or consent with respect to any proposed action of the Company, regardless of whether its assignee becomes a substituted Member. An assignee of a Member's Interest who does not become a substituted Member as provided herein and who desires to make a further assignment of its Interest shall be subject to all of the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 Article VII to the same extent as if it were any Member desiring to make an original Holder hereunderassignment. (c) Each certificate representing Registrable Securities In addition to the foregoing requirements, the admission of an assignee as a substituted Member shall (unless otherwise permitted by be conditioned upon the assignee's written acceptance of the terms and provisions of this Agreement) Agreement and its written assumption of the obligations hereunder of its assignor. Whether or not a transferee who acquired any Interest in the Company has accepted in writing the terms and provisions of this Agreement and assumed in writing the obligations hereunder of its predecessor in interest, such transferee shall be stamped or otherwise imprinted deemed, by the acquisition of such Interest, to have agreed to be subject to and bound by all the obligations of this Agreement with a legend substantially similar the same effect and to the following (same extent as any predecessor in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDinterest of such transferee. (d) The All costs incurred by the Company shall be obligated to promptly reissue unlegended certificates at in connection with the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable admission to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument a substituted Member pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities this Article VII shall be removed upon receipt borne by the Company transferor Member (and if not timely paid, by the substituted Member), including, without limitation, costs of an order of the appropriate blue sky authority authorizing such removal or any necessary amendment hereof, filing fees, if the Holder shall request such removal any, and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsreasonable attorneys' fees.

Restrictions on Transfer. (a) Each Holder The Purchaser agrees that it will not to make sell or otherwise dispose of any disposition of all Shares or any portion of the Registrable Securities Conversion Shares unless and until (i) there is then in effect a registration statement such Shares or Conversion Shares have been registered under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; and, to the extent required, under any applicable state securities laws, or (ii) such Shares or Conversion Shares are sold in accordance with the applicable requirements and limitations of Rule 144 or Rule 144A, or (Aiii) such Holder shall have notified the Company of the proposed disposition and shall have has been furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, or opinions from counsel to the Purchaser (which counsel and which opinion(s) shall be reasonably satisfactory to the Company, Company and which counsel may be inside counsel to the Purchaser) to the effect that registration under the Securities Act is not required for the transfer as proposed (which opinion may be conditioned upon the transferee assuming the obligations of a holder of Shares or Conversion Shares under this Section) or (iv) the Company has been furnished with a letter from the Division of Corporate Finance of the Commission to the effect that such disposition will Division would not require recommend any action to the Commission if such proposed transfer were effected without a registration of such shares statement effective under the Securities Act. The Company agrees that within five (5) Business Days after receipt of any opinion referred to in (iii) above, it will notify the holder supplying such opinion whether such opinion is satisfactory to the Company. (b) Notwithstanding The Company may endorse on all certificates evidencing Shares or Conversion Shares a legend stating or referring to the provisions transfer restrictions contained in paragraph (a) above; provided, that no such legend shall be endorsed on any certificates which, when issued, are no longer subject to the restrictions of subparagraphs this Section 6; provided, further, that if a transfer is made pursuant to clause (i) and ), (ii) (other than pursuant to Rule 144A) or (iv) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as 6, or if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel provided pursuant to clause (which counsel may be counsel to iii) of paragraph (a) concludes that the Company) reasonably acceptable to legend is no longer necessary, the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act will deliver upon transfer, certificates without registration, qualification or legendsuch legends. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not The Stockholder acknowledges and understands that prior to make any disposition of all or any portion the registration of the Registrable Securities unless and until Shares as provided herein, the Shares are “restricted securities” as defined in Rule 144 promulgated under the Act (“Rule 144”). The Stockholder understands that the Shares may not be offered, transferred, resold, pledged, hypothecated or otherwise disposed of in the absence of (i) there is then in effect a an opinion of P▇▇▇▇▇ ▇▇▇▇▇▇ Flattau & Klimpl, LLP or other counsel reasonably acceptable to the Company that such transfer may be made without registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) an opinion of P▇▇▇▇▇ ▇▇▇▇▇▇ Flattau & Klimpl, LLP or other counsel reasonably acceptable to the Company that the Shares have been Registered. (Ab) such Holder The Stockholder acknowledges that the Company has issued the Shares to the Stockholder pursuant to an exemption from registration under the Act. Stockholder represents that (i) he has acquired the Shares for investment and without any view toward distribution of any of Registrable Securities to any other person, (ii) he will not sell or otherwise dispose of the Shares except in compliance with the registration requirements or exemption provisions under the Act and (iii) before any sale or other disposition of any of the Shares other than in a sale registered under the Act or pursuant to Rule 144 or 144A (or any similar provisions then in force) under the Act (unless the Company shall have notified been advised by counsel that the sale does not meet the requirements of Rule 144 or Rule 144A, as the case may be, for such sale), he will deliver to the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunderunnecessary. (c) Each instrument or certificate evidencing or representing Registrable Securities the Shares, and any certificate issued in exchange therefor or transfer thereof, shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend bear legends substantially similar to in the following (in addition to any legend required under applicable state securities laws): form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, HYPOTHECATED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES UNDER ANY THE ACT OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2.1, provided and to the extent such Sections are then applicable and: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) such Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership partnership, to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; , or (iiiB) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder, provided that the transferee will be subject to the terms of this Section 1.2 2.1 to the same extent as if it he were an original Holder hereunder. (c) Each Redeemable Warrant and each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities lawslaws or as provided elsewhere in the Agreement): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "ACT") OR UNDER ANY APPLICABLE CERTAIN STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR AN EFFECTIVE EXEMPTION FROM SUCH REGISTRATION STATEMENT UNDER SAID ACT IS AVAILABLE AND ANY APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER COMPANY THAT SUCH AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS NOT REQUIREDAVAILABLE. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; , or (ii) the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2 (unless waived by the Company) and (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act, it being understood 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 subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; , or (iiiB) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Registrable 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 SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY OR OTHER EVIDENCE, SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates without legends at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) 1.2.1 Each Holder of the Holders agrees not to make any disposition of all or any portion of the Registrable Securities Shares (or the Common Stock of the Company issuable upon the conversion thereof) unless and until the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Agreement and: (ia) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (iii) (A) such Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement name and address of the circumstances surrounding the proposed disposition transferee, and (Bii) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not unreasonably require opinions of counsel for transactions made pursuant to Rule 144. (bc) Notwithstanding the provisions of subparagraphs paragraphs (ia) and (ii) of paragraph (ab) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) which is a partnership partnership, to its partners, funds administered by any such partner, or retired partners in accordance with their partnership interests; , (ii) a limited liability company to its members in accordance with their member interests; or and any affiliates of such members, (iii) which is a corporation, to the its affiliates, (iv) to any charitable donee or (v) to such Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder, provided that the transferee will agrees in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. For purposes of this Agreement, "affiliate," with respect to any person, means any other person that controls, is controlled by, is under common control or investment discretion with such person. (c) 1.2.2 Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following as follows (in addition to any legend required under applicable state securities lawslaws or as provided elsewhere in the Agreement): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OR, IN THE OPINION OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER THAT OF THESE SECURITIES, SUCH REGISTRATION OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS NOT REQUIREDIN COMPLIANCE THEREWITH. (d) 1.2.3 The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable satisfactory to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) 1.2.4 Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable satisfactory to the Company to the effect that the securities may be distributed lawfully without such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawslegend.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of i. Except as provided in Section 3.6 or this Article VIII, no Member shall Transfer all or any portion of its Interest without the Registrable Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion. If all or any portion of a Member’s Interests are Transferred in violation of this Section 8.1(a), involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor will continue to be bound by all obligations hereunder. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(a) shall be null and void and of no force or effect whatsoever. The restrictions on Transfer contained in this Article VIII shall not apply to the Transfer of any capital stock of PubCo; except that in no circumstance may Voting Shares be Transferred unless a corresponding number of Common Units are Transferred to the same Person and in no circumstance may Common Units be Transferred unless a corresponding number of Voting Shares are also Transferred to the same Person. ii. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer or assignment of Equity Securities in the Company by any Member be made to any Person who lacks the legal right, power or capacity to own Equity Securities in the Company; if the Managing Member reasonably determines such Transfer (A) would be considered to be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, (B) would result in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), or (C) would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise become taxable as a corporation under the Code; if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; if such Transfer requires the registration of any Equity Securities issued upon any exchange of any Equity Securities, pursuant to any applicable U.S. federal or state securities Laws; or if such Transfer subjects the Company to regulation under the Investment Company Act or the Investment Advisors Act of 1940, each as amended (or any succeeding Law). Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 8.1(b) shall be null and void and of no force or effect whatsoever. iii. Notwithstanding the provisions in Section 8.1(a), but subject to the other provisions in this Article VIII, Q Power and its Affiliates may Transfer all or a portion of their Equity Securities in the Company to any Permitted Transferee or their respective members or holders of Equity Securities without the consent of any other Member or Person. iv. A Member making a Transfer (including a deemed Transfer for U.S. federal income tax purposes as described in Section 3.6(g)) permitted by this Agreement shall, unless and until otherwise determined by the Managing Member, (i) there is then in effect at least 10 Business Days before such Transfer, have delivered to the Company and the Transferee an affidavit of non-foreign status with respect to such Transferor that satisfies the requirements of Section 1446(f)(2) of the Code or other documentation establishing a registration statement under valid exemption from withholding pursuant to Section 1446(f) of the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; Code or (ii) contemporaneously with such Transfer, properly withhold and remit to the Internal Revenue Service the amount of tax required to be withheld upon the Transfer by Section 1446(f) of the Code (A) such Holder shall have notified and provide evidence to the Company of such withholding and remittance promptly thereafter). v. Notwithstanding the proposed disposition and shall have furnished foregoing or anything to the contrary herein, PubCo may Transfer its economic interests in the Company with pursuant to a detailed statement pledge to secure Indebtedness of the circumstances surrounding the proposed disposition Company and (B) if reasonably requested its subsidiaries and, upon foreclosure on such pledge, such economic interests may be Transferred to a single transferee designated by the Companylenders (or their representative) who hold such Indebtedness who shall, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory notwithstanding anything to the Companycontrary herein, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall then be necessary for automatically admitted as a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder Member hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder Investor agrees that it will not sell, offer to make sell, solicit offers to buy, dispose of, loan, pledge or grant any disposition of right with respect to (collectively, a “Disposition”) all or any portion of the Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition Disposition and such disposition Disposition is made in accordance with such registration statement; or or (ii) (A) if rights under this Agreement are assigned to the transferee, the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition Disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition Disposition and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition Disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (aSection 2.6(a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which is that is: (i) a partnership transferring to its partners or former partners in accordance with their partnership interests; (ii) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder; (iii) a limited liability company transferring to its members or former members in accordance with their member interestsinterest in the limited liability company; (iv) an affiliated venture fund transferring to another affiliated venture fund; or (iiiv) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it the transferee were an original Holder hereunder. (c) Each certificate representing Registrable Securities the Shares or Warrant Shares shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND AMENDED (THE “ACT”). SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM. RIGEL PHARMACEUTICALS, INC. MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR SALE IS IN COMPLIANCE WITH THE ACT.” “THE SALE, TRANSFER OR VOTING OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF A SECOND INVESTOR RIGHTS AGREEMENT BY AND AMONG RIGEL PHARMACEUTICALS, INC. AND THE INVESTORS NAMED THEREIN. COPIES OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDERS OF RECORD OF THIS CERTIFICATE TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDSECRETARY OF RIGEL PHARMACEUTICALS, INC. AT THE PRINCIPAL EXECUTIVE OFFICES OF RIGEL PHARMACEUTICALS, INC.” (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have (i) sold Registrable Securities pursuant to an effective registration statement or (ii) obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any sale, offer for sale, pledge or other disposition (collectively, a "Transfer") of all or any portion of the Registrable Securities unless and until until: (i) Subject to the terms of any notice delivered pursuant to Section 2.3(g), there is then in effect a registration statement Registration Statement under the Securities Act covering such proposed disposition Transfer and such disposition Transfer is made in accordance with such registration statementRegistration Statement; or (ii) or (A) The transferee has agreed in a letter addressed to the Company to be bound by this Agreement, (B) such Holder shall have notified the Company Company, in advance of the proposed disposition Transfer, of the name and address of the proposed transferee and shall have furnished the Company with a detailed statement of the circumstances surrounding such proposed Transfer, (C) the proposed disposition transferee is not a Competitor of the Company, and (BD) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition Transfer will not require registration of such shares under the Securities Act. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement Registration Statement or opinion of counsel shall be necessary for a transfer Transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; such Holder's Family Members or (iii) to the Holder’s family member or a trust trusts for the benefit of an individual Holder or one or more such Holder's Family Members, provided, however, that such Holder shall have notified the Company in advance of his family membersthe proposed Transfer, provided that the name and address of the proposed transferee, and such transferee will be subject agrees in a letter addressed to the terms Company to be bound by all of the provisions of this Section 1.2 Agreement to the same extent as if it such transferee were an original Holder hereunder. (civ) In the case of any Transfer, the transferee shall deliver evidence reasonably satisfactory to the Company that such Holder is an "accredited investor" within the meaning of that term as defined in Rule 501 promulgated under the Securities Act. (b) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legends: (in addition to any legend required under applicable state securities laws): THE I) THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." (dII) ANY LEGEND REQUIRED BY APPLICABLE STATE SECURITIES LAWS. (c) The Company shall be obligated to promptly reissue unlegended certificates without the legend specified in Section 2.1(b) (i) at the request of any Holder thereof if the Holder shall have who has obtained an opinion of counsel (which counsel may be counsel to the Company, but the Company shall not be required to have its counsel deliver such opinion) or other evidence in each case reasonably acceptable to the Company to the effect that the securities Registrable Securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument a certificate representing Registrable Securities pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities Registrable Securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder The Purchaser agrees not to make any disposition of all or any portion of the Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) such Holder Except in connection with a sale exempt from registration under Rule 144, the transferee has agreed in writing to be bound by the terms of this Agreement, (B) 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 disposition, and (BC) if reasonably requested by the Company, such Holder the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares securities under the Securities Act, provided that the Company will not require an opinion of counsel for transactions pursuant to Rule 144 except in unusual circumstances. (biii) Notwithstanding the provisions of subparagraphs paragraphs (ia)(i) and (ii) of paragraph (aa)(ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which the Purchaser (or its permitted transferee) to the extent such transfer is made by (iA) a partnership to its partners or former partners in accordance with their partnership interests; , (iiB) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiC) a corporation to a subsidiary of which it owns at least seventy-five percent (75%) of the Holder’s family member capital stock or a trust for parent corporation that owns at least seventy-five percent (75%) of the benefit capital stock of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunderPurchaser. (cb) Each certificate representing Registrable 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, as provided elsewhere in this Agreement or any other applicable agreement or instrument): THE "THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . THEY MAY NOT BE SOLD OR OFFERED FOR SALE SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws."

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to any affiliated partnership or to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to any affiliated corporation or to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to any affiliated limited liability company or to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend, provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each The Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) such the transferee has agreed in writing to be bound by the terms of this Agreement, (B) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, (D) a Holder transferring to its affiliates provided such transfer is first approved by the Company and such approval not to be unreasonable withheld or delayed, or (iiiE) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, RESALE AND MAY NOT BE SOLD OR OFFERED FOR SALE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SALES UNDER SAID THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OF 1933, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO FOR THE ISSUER CORPORATION THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SUCH ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE PROVISIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT DATED _______________, 2008 AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THAT AGREEMENT.” (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any the Holder thereof if the Company has completed its Qualified Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company Company, in writing, of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such 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. After its Initial Offering, the Company will not require the transferee to be bound by the terms of this Agreement. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (iA) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (iiB) a. corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their member interests; interest in the limited liability company, (D) an entity affiliated by common management or control (or other related entity) with such Holder, or (iiiE) an individual transferring to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder, provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities or Put Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) ; (A) the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act.. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144; or (biii) Notwithstanding notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its stockholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one (E) an affiliate (as defined in Rule 405 pursuant to the Securities Act) or more donee of his family membersa Holder, provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Registrable Securities or Put Registrable Securities shall (unless otherwise permitted by the provisions of this the 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities ActAct and applicable state and foreign securities law. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After the Qualified Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph subsection (a) above, no such registration statement or opinion of counsel restriction shall be necessary for apply to a transfer by a Holder which that is (i) a partnership transferring to its partners or former partners in accordance with their partnership interests; , (ii) a corporation transferring to any Affiliates of the Holder, (iii) a limited liability company transferring to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiiv) an individual transferring to the Holder’s family member members or a trust or other entity for the benefit of an individual Holder or one or more of his family members, or (v) a trust transferring to its grantors or beneficiaries; provided that in each case the transferee will agree in writing to be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (c) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped or otherwise imprinted with a legend legends substantially similar to the following (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY AS MAY BE AMENDED FROM TIME TO TIME. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Company has completed its Qualified Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or and legend; provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by this Section 2.1, with the exception of transfers made pursuant to Rule 144 following the Initial offering (B) such Holder shall have notified the Company Corporation of the proposed disposition and shall have furnished the Company Corporation with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the CompanyCorporation, such Holder shall have furnished the Company Corporation with an opinion of counsel, reasonably satisfactory to the CompanyCorporation, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Corporation will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which that is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder, provided that the transferee will be subject to the terms of this Section 1.2 2.1 to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities lawslaws or as provided elsewhere in this Agreement): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company Corporation shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the CompanyCorporation) reasonably acceptable to the Company Corporation to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company Corporation of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.1, and: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or or (ii) (A) such Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a reasonably detailed statement of the circumstances surrounding the proposed disposition disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished furnished, if requested, the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) . Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or retired partners in accordance with partnership interests, (B) a corporation to its stockholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiD) to the Holder’s family member or a trust for the benefit of an any such individual Holder Holder, or one (E) to a direct or more indirect affiliate of his family membersthe Holder, provided that the transferee will be subject to the terms of this Section 1.2 1.1 to the same extent as if it such transferee were an original Holder hereunder. (cb) Each In addition to the legend described in the Right of First Refusal and Co-Sale Agreement among the Company, the Investors and the Founders, each certificate representing Registrable 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE ACT, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS NOT REQUIREDBINDING ON TRANSFEREES OF THESE SHARES. (dc) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have (i) obtained an opinion of counsel at such Holder’s expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legendlegend and (ii) delivered such securities to the Company or its transfer agent. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) The holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Registrable Securities Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8, and: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such the disposition is made in accordance with such the registration statement; or or (ii) (A) such The Holder shall have notified given prior written notice to the Company of the proposed Holder’s intention to make such disposition and shall have furnished the Company with a detailed statement description of the manner and circumstances surrounding of the proposed disposition disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such shares Restricted 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 Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the Holder to the Company. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (i) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it were an original Holder hereunder. (c) Each certificate representing Registrable 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE THE SECURITIES LAWS, AND LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, PLEDGED OR OTHERWISE TRANSFERRED HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS PERMITTED UNDER SAID THE ACT AND ANY 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 REGISTRATION IS NOT REQUIREDOFFER, 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 A SHAREHOLDERS’ 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. The Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.8. (dc) The Company shall be obligated first legend referring to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable federal and state securities laws identified in Section 2.8(b) stamped on a certificate evidencing the Restricted Securities and the stop-stock transfer instructions and record notations with respect to such securities the Restricted Securities shall be removed upon receipt by and the Company of an order of the appropriate blue sky authority authorizing shall issue a certificate without such removal or if the Holder shall request such removal and shall have obtained and delivered legend to the holder of Restricted 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 such legend and/or stop-a sale or transfer instructions are no longer required pursuant of those securities may be made without registration or qualification. (d) For clarity, with respect to applicable state securities lawsthe Warrants, “Registrable Securities”, for the purposes of this Section 2.8, shall not include the Warrants, but only shall include common stock issued upon exercise of the Warrants.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and; (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) such Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners or retired partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; interest in the limited liability company, or (iiiD) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family membersHolder, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it such transferee were an original Holder hereunder. (cb) Each certificate representing Registrable 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The Shares represented hereby have not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR UNDER ANY APPLICABLE STATE SECURITIES LAWSand may not be sold or transferred, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIREDassigned, pledged or hypothecated unless and until registered under such Act or unless the Company has received an opinion of counsel or other evidence, satisfactory to the Company and its counsel, that such registration is not required." (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) . It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement, detailed statement or opinion of counsel shall be necessary for a transfer by a Holder party hereto which is (iA) a partnership to its partners or former partners in accordance with partnership interests, (B) a corporation to its shareholders in accordance with their partnership interests; interest in the corporation, (iiC) a limited liability company to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiD) to the Holder’s party's family member or a trust for the benefit of an individual Holder party, (E) an entity which is controlled by, controls or one is under common control with the transferor (an "Affiliate"), or more (F) a Common Stock Investor to another Common Stock Investor or then current employees of his family members, the Company; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if he, she or it were an original Holder party hereunder. (cb) Each certificate representing Shares or Registrable Securities shall (unless otherwise permitted by the provisions of this the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable state securities lawslaws or under any other agreement): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE THE STATE SECURITIES LAWS, AND OR BLUE SKY LAWS OF ANY JURISDICTION. SUCH SHARES MAY NOT BE SOLD OR SOLD, OFFERED FOR SALE SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. (dc) The If such Shares or Registrable Securities are proposed to be disposed of, the Company shall be obligated to reissue promptly reissue unlegended certificates without the foregoing legend at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act thereafter without registration, qualification qualification, or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder BRIDGE agrees not to make made any disposition of all or any portion of the Registrable Securities Shares unless and until until: (i) 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 (ii) or (A) such Holder The transferee has agreed in writing to be bound by the terms of this agreement, (B) BRIDGE shall have notified the Company ALGORX of the proposed disposition and shall have furnished the Company ALGORX with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if reasonably requested by the CompanyALGORX, such Holder BRIDGE shall have furnished the Company ALGORX with an opinion of counsel, reasonably satisfactory to the CompanyALGORX, that such disposition will not require registration of such shares under the Securities Act. (b) Notwithstanding the provisions of subparagraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion . It is agreed that ALGORX will not require opinions of counsel shall be necessary for a transfer by a Holder which is (i) a partnership transactions made pursuant to Rule 144, except in unusual circumstances. After its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; or (iii) to the Holder’s family member or a trust for the benefit of an individual Holder or one or more of his family membersinitial public offering, provided that ALGORX will not require the transferee will to be subject to bound by the terms of this Section 1.2 to the same extent as if it were an original Holder hereunderagreement. (ciii) Each certificate representing Registrable Securities Shares 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS ALGORX HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER ALGORX AD ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; , or (ii) the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2 (unless waived by the Company) and (A) 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) , it being understood that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances. Notwithstanding the provisions of subparagraphs subparts (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership to its partners in accordance with their partnership interests; (ii) a limited liability company to its members in accordance with their member interests; , or (iiiB) to the Holder’s 's family member or a trust for the benefit of an individual Holder or one or more of his family members, provided that the transferee will be subject to the terms of this Section 1.2 to the same extent as if it he were an original Holder hereunder. (b) Notwithstanding the provisions of paragraph (a) above, Holder agrees that, while any registration statement filed hereunder shall be effective, the amount of Contour Stock sold thereunder, during any three month period, will not exceed the greater of (i) one percent (1%) of the shares of Contour Stock outstanding as shown by the most recent report or statement published by Contour, or (ii) the average weekly reported volume of trading in Contour Stock on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four (4) calendar weeks preceding the date of execution of such sale. (c) Each certificate representing Registrable 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 SHARES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY OR OTHER EVIDENCE, SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (d) The Company shall be obligated to promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities laws.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or the Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) such 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 and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Notwithstanding anything herein to the contrary, it is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 unless, after consultation with the Holder, the Company has a reasonable basis for believing that such disposition may not be made pursuant to Rule 144. (biii) Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (iA) a partnership partnership, to its partners or former partners in accordance with their partnership interests; , (iiB) a corporation, to its shareholders in accordance with their interest in the corporation, (C) a limited liability company company, to its members or former members in accordance with their member interests; or interest in the limited liability company, (iiiD) natural person, to the such Holder’s 's family member or a trust for the benefit of an individual such Holder or one or more of his such Holder's family members, member; provided that in each case the transferee will be subject to the terms of this Section 1.2 Agreement to the same extent as if it he were an original Holder hereunder. (cb) Each certificate representing Shares or Registrable 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 BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.

Restrictions on Transfer. (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until until: (i) there There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) or (A) The transferee has agreed in writing to be bound by this Section 2.1, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition disposition, and (BC) if such disposition is being effected other than pursuant to Rule 144 and if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. (b) . Notwithstanding the provisions of subparagraphs paragraphs (i) and (ii) of paragraph (a) above, no such registration statement or opinion of counsel shall be necessary for a transfer which does not require registration under the Securities Act by a Holder which is (iA) a partnership to its partners or former partners in accordance with their partnership interests; interests in such partnership, (iiB) a corporation to its shareholders in accordance with their interests in the corporation, (C) a limited liability company to its members or former members in accordance with their member interests; or interests in the limited liability company, (iiiD) to the Holder’s 's family member members or into a trust for the benefit of an individual Holder or one or more of his family members, such persons; provided that in each case the transferee will be subject to the terms of this Section 1.2 2.1 to the same extent as if it he were an original Holder hereunder, or (E) pursuant to Rule 144 of the Securities Act. (cb) Each In addition to any legend required under applicable state securities laws or as provided elsewhere in this Agreement, each certificate representing Shares or Registrable 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): following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OFFERED FOR SALE OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE ACT, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED OR SUCH SALE IS EFFECTED PURSUANT TO RULE 144. (dc) The Company shall be obligated to reissue promptly reissue unlegended certificates at the request of any Holder holder thereof if the Holder holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of in compliance with the Securities Act without registration, qualification or legend; provided however, any legend required to remain by any other agreement shall not be removed. (ed) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of from the appropriate blue sky authority authorizing such removal or if the Holder shall request such removal and shall have obtained and delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that such legend and/or stop-transfer instructions are no longer required pursuant to applicable state securities lawsremoval.