Common use of Transfer of this Note Clause in Contracts

Transfer of this Note. This Note or any Common Stock into which this Note is convertible (collectively, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon written notice to the Company, transfer any or all of the Securities to an affiliate without being subject to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of Control. Each new note issued upon transfer of this Note shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.

Transfer of this Note. This Note With respect to any offer, sale or any Common Stock into which other disposition of this Note is convertible (collectively, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ Holder will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon give written notice to the CompanyCompany prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect); provided, that no opinion shall be required for any transfer any to an Affiliate or all if the transfer is made in compliance with the Securities Act, so long as the transferee can make the same representations and warranties at the time of transfer as set forth in Sections 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 of the Securities to an affiliate without being subject Note Purchase Agreement. Promptly upon delivering such written notice and opinion, if so required, Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of ControlCompany. Each new note issued upon transfer of this Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to Notwithstanding the foregoing, transfers of the Holder shall not be permitted to transfer this Note shall to any Person who is not an Affiliate until the earlier of (i) the obtaining of Stockholder Approval, (ii) the receipt of written notice from the Company that Stockholder Approval cannot be registered upon registration books maintained for such purpose by obtained, or on behalf the occurrence of an actual vote of the Company's shareholders entitled to vote (whether by written consent or at a meeting specially called for such purpose), the result of which is a decision by a majority of the Company's shareholders entitled to vote to decline to grant Stockholder Approval, (iii) six (6) months from the date hereof and (iv) the occurrence of an Event of Default. Prior This Note is registered as to presentation both principal and stated interest with the Company (or its agent) within the meaning of section 1.871-14(c)(1)(i) of the Income Tax Regulations. Accordingly, notwithstanding anything to the contrary in this paragraph, this Note, together with any interest thereon, may be transferred only (i) upon surrender of the Note for registration by the transferor to the Company (or its agent) and the reissuance of transferthe Note (or the issuance of a new Note) to the transferee, or (ii) by transfer of the right to principal and interest through a book-entry system meeting the requirements of section 1.871-14(c)(1)(i)(B) of the Income Tax Regulations that is maintained by the Company (or its agent). In the case of a Holder that is not a "United States person" within the meaning of section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), so long as an exception under section 871(h) or section 881(c) of the Code does not apply, the Company (or its agent) shall treat not withhold any U.S. federal income tax with respect to such Holder provided that the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and Holder timely provides the Company shall not be affected by notice to (or its agent) with a statement that meets the contraryrequirements of section 871(h)(5) of the Code.

Transfer of this Note. This Note With respect to any offer, sale or any Common Stock into which other disposition of this Note is convertible (collectivelyNote, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ Holder will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon give written notice to the Company prior thereto, describing briefly the manner thereof, together with (unless waived by the Company) a written opinion of the Holder's counsel, or other evidence if reasonably satisfactory to the Company, transfer to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Company, as promptly as practicable, shall notify the Holder that the Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the Securities to an affiliate without being subject notice delivered to the foregoing restrictionsCompany. All such restrictions on If a determination has been made pursuant to this Section 9 that the opinion of counsel for the Holder’s right of transfer shall terminate following an initial public offering , or other registration of evidence, is not reasonably satisfactory to the Company, the Company shares or a Change of Controlshall so notify the Holder promptly after such determination has been made. Each new note issued upon transfer of this Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company either such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue overdue, and the Company shall not be affected by notice to the contrary. Notwithstanding anything in this Section 9 to the contrary, no opinion of counsel shall be required with respect to any transfer by a Holder to its officers, directors, partners, members, other affiliates or members of the Holder's immediate family or a trust for the benefit of members of the Holder's immediate family.

Transfer of this Note. This Note or any Common Stock into which this Note is convertible (collectively, and the “Securities”) rights granted hereunder may not be transferred except as provided herein. At or succeeded to by any time beginning two years after the issuance of the Note, H▇▇▇▇▇ will have the right person without prior written notice to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (describing briefly the manner of transfer, together with a written opinion of Holder’s counsel, or other evidence, if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of reasonably satisfactory to the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company effect that such offer, sale or other distribution may be effected without registration or qualification under any federal or state law then in effect, including without limitation, the Securities Act of 1933, as amended (if the Company would have a right of first refusal with respect to “Act”). Upon receiving such transfer under Section 3 written notice and reasonable satisfactory opinion or other evidence, the Company, as promptly as practicable but no later than fifteen (15) days after receipt of the Amended and Restated Investors’ Rights Agreement)written notice, and (iv) shall notify the transferee agrees Holder that such Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to be bound by the termsCompany; provided, conditionshowever, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, that this Note may not be transferred in violation to a person deemed by the Board of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon written notice to Directors of the Company, transfer any in its reasonable judgment, to be a competitor or all potential competitor of the Securities Company. If a determination has been made pursuant to an affiliate without being subject to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of Control. Each new note issued upon transfer of this Note shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in Section 10 that the opinion of counsel for the Company such legend Holder or other evidence is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject reasonably satisfactory to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat so notify the registered holder hereof Holder promptly with details thereof after such determination has been made. this Note may, as to such federal laws, be offered, sold or otherwise disposed of in accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished with such information as the owner Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 or 144A have been satisfied and subject to the proviso above limiting transfers to competitors. Notwithstanding the foregoing, the Holder may transfer the rights granted hereunder, without the consent of the Company, to (i) any general or limited partner, member, officer or other Affiliate of the Holder or (ii) any entity or organization of which the Holder is a general or limited partner, member, officer or other Affiliate. Subject to compliance with the foregoing sentence, this Note and all rights hereunder shall be transferable, in whole or in part, at the principal office of the Company by the Holder in person or by its duly authorized attorney, upon surrender of this Note properly endorsed. The last holder of this Note for as registered on the purpose books of receiving the Company may be treated by the Company and all payments of principal and interest hereon and for all other purposes whatsoever, whether or not persons dealing with this Note shall be overdue as the absolute owner hereof for any purposes and as the Company shall not be affected person entitled to exercise the rights represented by this Note or to transfer hereof on the books of the Company, any notice to the contrarycontrary notwithstanding, unless and until such holder seeks to transfer registered ownership of this Note on the books of the Company and such transfer is effected.

Transfer of this Note. This Note With respect to any offer, sale or any Common Stock into which other disposition of this Note is convertible (collectively, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ Holder will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon give written notice to the CompanyCompany prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect); provided, that no opinion shall be required for any transfer any to an Affiliate or all if the transfer is made in compliance with the Securities Act, so long as the transferee can make the same representations and warranties at the time of transfer as set forth in Sections 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 of the Securities to an affiliate without being subject Note Purchase Agreement. Promptly upon delivering such written notice and opinion, if so required, Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of ControlCompany. Each new note issued upon transfer of this Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to Notwithstanding the foregoing, transfers of the Holder shall not be permitted to transfer this Note shall to any Person who is not an Affiliate until the earlier of (i) the obtaining of Stockholder Approval, (ii) the receipt of written notice from the Company that Stockholder Approval cannot be registered upon registration books maintained for such purpose by obtained, or on behalf the occurrence of an actual vote of the Company. Prior 's shareholders entitled to presentation of this Note vote (whether by written consent or at a meeting specially called for registration of transfersuch purpose), the Company shall treat result of which is a decision by a majority of the registered holder Company's shareholders entitled to vote to decline to grant Stockholder Approval, (iii) six (6) months from the date hereof as and (iv) the owner and holder occurrence of this Note for the purpose an Event of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contraryDefault.

Transfer of this Note. This With respect to any offer, sale or other disposition of this Note, the Lender will give written notice to the Borrower prior thereto, describing briefly the manner thereof, together with a written opinion of ▇▇▇▇▇▇’s counsel, or other evidence if reasonably satisfactory to the Borrower, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Borrower, as promptly as practicable, shall notify Lender that Lender may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Borrower. If a determination has been made pursuant to this Section 7 that the opinion of counsel for ▇▇▇▇▇▇, or other evidence, is not reasonably satisfactory to the Borrower, the Borrower shall so notify Lender promptly after such determination has been made. Notwithstanding the foregoing, with respect to any Common Stock into which offer, sale or other disposition of this Note is convertible to any person or entity affiliated with Lender (collectivelyan “Affiliated Party”), the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇▇ will have give written notice to the right to Borrower prior thereto, describing briefly the manner thereof, and the Lender may transfer the Securities Note to such Affiliated Party as long as (i) the transfer is not Affiliated Party agrees in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees writing to be bound by the terms, conditions, representations, terms hereof and warranties set forth in the Existing Transaction Documents. Without limiting Loan Agreement (as applicable) as if such Affiliated Party was the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon written notice to the Company, transfer any or all of the Securities to an affiliate without being subject to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of Controloriginal Lender hereunder. Each new note issued upon transfer of this Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended (the "Securities Act"), unless in the opinion of counsel for the Company Borrower such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the CompanyBorrower. Prior to presentation of this Note for registration of transfer, the Company Borrower shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company Borrower shall not be affected by notice to the contrary.

Transfer of this Note. This Note 9.1 The Holder shall not transfer or any Common Stock into which assign this Note without the prior written consent of the Company, which consent may be granted or withheld, conditioned or delayed, as the Company may determine in its sole discretion; provided, however, that CII may transfer or assign this Note, in whole but not in part, without the prior written consent of the Company to any Related Party; provided, however, that the foregoing is convertible (collectivelynot intended to, nor shall it, limit any rights of any person pursuant to the “Securities”) may not be transferred except Exchange Agreement dated as provided hereinof November 12, 1999 by and among CCI, CII, Vulcan Cable III, Inc., and ▇▇. At any time beginning two years after the issuance of ▇▇▇▇▇. 9.2 So long as CII/Successor holds the Note, Hneither ▇▇. ▇▇▇▇▇ will have nor any person in Control of CII/Successor shall transfer Control of CII/Successor without the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests prior written consent of the Company, such which consent to transfer not to may be unreasonably granted or withheld), (iii) the transfer is after a right of first offer to conditioned or delayed, as the Company (if may determine in its sole discretion; provided, however, that ▇▇. ▇▇▇▇▇ and any person in Control of CII/Successor may transfer Control of CII/Successor without the prior written consent of the Company would to any Related Party. For purposes of this Article 9, the following defined terms shall have a right the following meanings: (a) CII/Successor" means CII and any entity that succeeds to all or any portion of first refusal CII's interest in the Note. (b) Control," as used with respect to any entity, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or by contract or otherwise. 9.3 With respect to any direct or indirect transfer or assignment of this Note that is permitted under Section 3 of 9.1 or Section 9.2, the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon will give written notice to the Company prior thereto, describing briefly the manner thereof, together, if required by the Company, transfer with a written opinion of such ▇▇▇▇▇▇'s counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Promptly upon receiving such written notice and reasonably satisfactory opinion, if so requested, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the Securities to an affiliate without being subject notice delivered to the foregoing restrictionsCompany. All If a determination has been made pursuant to this Article 9 that the opinion of counsel for the Holder is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly after such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of Controldetermination has been made. Each new note issued upon transfer of this The Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Actrequired. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.

Transfer of this Note. This Note or any Common Stock into which this Note is convertible (collectively, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ Holder will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon written notice to the Company, transfer any or all of the Securities to an affiliate without being subject to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of Control. Each new note issued upon transfer of this Note shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary.

Transfer of this Note. This Note With respect to any offer, sale or any Common Stock into which other disposition of this Note is convertible (collectivelyNote, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ Holder will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon give written notice to the CompanyCompany prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder’s counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect); provided, that no opinion shall be required for any transfer any to an Affiliate or all if the transfer is made in compliance with the Securities Act, so long as the transferee can make the same representations and warranties at the time of transfer as set forth in Sections 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 of the Securities to an affiliate without being subject Note Purchase Agreement. Promptly upon delivering such written notice and opinion, if so required, the Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of ControlCompany. Each new note issued upon transfer of this Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject This Note is registered as to both principal and stated interest with the Company (or its agent) within the meaning of section 1.871-14(c)(1)(i) of the Income Tax Regulations. Accordingly, notwithstanding anything to the foregoingcontrary in this paragraph, transfers of this Note shall Note, together with any interest thereon, may be registered transferred only (i) upon registration books maintained for such purpose by or on behalf surrender of the CompanyNote by the transferor to the Company (or its agent) and the reissuance of the Note (or the issuance of a new Note) to the transferee, or (ii) by transfer of the right to principal and interest through a book-entry system meeting the requirements of section 1.871-14(c)(1)(i)(B) of the Income Tax Regulations that is maintained by the Company (or its agent). Prior to presentation In the case of this Note for registration a Holder that is not a “United States person” within the meaning of transfersection 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”), so long as an exception under section 871(h) or section 881(c) of the Code does not apply, the Company (or its agent) shall treat not withhold any U.S. federal income tax with respect to such Holder provided that the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and Holder timely provides the Company shall not be affected by notice to (or its agent) with a statement that meets the contraryrequirements of section 871(h)(5) of the Code.

Transfer of this Note. This Note With respect to any offer, sale or any Common Stock into which other disposition of this Note is convertible (collectively, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ Holder will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon give written notice to the CompanyCompany prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder's counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect); provided, that no opinion shall be required for any transfer any to an Affiliate or all if the transfer is made in compliance with the Securities Act, so long as the transferee can make the same representations and warranties at the time of transfer as set forth in Sections 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 of the Securities to an affiliate without being subject Purchase Agreement. Promptly upon delivering such written notice and opinion, if so required, Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of ControlCompany. Each new note issued upon transfer of this Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to Notwithstanding the foregoing, transfers of the Holder shall not be permitted to transfer this Note shall to any Person who is not an Affiliate until the earlier of (i) the obtaining of Stockholder Approval, (ii) the receipt of written notice from the Company that Stockholder Approval cannot be registered upon registration books maintained for such purpose by obtained, or on behalf the occurrence of an actual vote of the Company. Prior 's shareholders entitled to presentation of this Note vote (whether by written consent or at a meeting specially called for registration of transfersuch purpose), the Company shall treat result of which is a decision by a majority of the registered holder Company's shareholders entitled to vote to decline to grant Stockholder Approval, (iii) six (6) months from the date hereof as and (iv) the owner and holder occurrence of this Note for the purpose an Event of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contraryDefault.

Transfer of this Note. (a) This Note or any Common Stock into which this Note is convertible (collectively, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ will have the right to transfer the Securities as long as (i) the transfer is not in violation of any law, (ii) the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended and Restated Investors’ Rights Agreement), and (iv) the transferee agrees to be bound by the terms, conditions, representations, and warranties set forth in the Existing Transaction Documents. Without limiting the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon written notice to the Company, transfer any or all of the Securities to an affiliate without being subject to the foregoing restrictions. All such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of Controlhereon. Each new note Note issued upon transfer of this Note shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required removed in order to ensure compliance accordance with the ActSection 7(b). The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company shall not be affected by notice to the contrary. Notwithstanding anything to the contrary, this Note may be transferred from the Holder to an affiliate of the Holder, to a family member of the Holder, or to any trust, partnership, limited liability company or custodianship established for estate-planning purposes for the primary benefit of the Holder or his or her family members. (b) The restrictive legend set forth on the Note shall be removed and the Company shall issue a Note without such legend or any other legend to the Holder if (i) such Note or the Conversion Shares are sold pursuant to an effective registration statement under the Securities Act (provided that the Holder agrees to only sell such Note or Conversion Shares during such time that the registration statement is effective and not withdrawn or suspended, and only as permitted by the registration statement), (i) such Note or Conversion Shares are sold or transferred pursuant to, and in accordance with all requirements of, Rule 144 (including, if applicable, the volume, manner-of-sale and notice filing provisions of Rule 144), or (iii) such Note or Conversion Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions. The Company shall bear all costs incurred by it or a Holder relating to the removal of the legend in accordance with this Section 7(b), provided that the Company shall not be liable for any transfer taxes relating to the issuance of a new Note in the name of any person other than the relevant Holder and its affiliates. For the purposes of this Section 7, the term “transfer” shall include any sale, pledge, gift, assignment, or other disposition of this Note or securities into which such Note may be converted.

Transfer of this Note. This Note With respect to any offer, sale or any Common Stock into which other disposition of this Note is convertible (collectively, the “Securities”) may not be transferred except as provided herein. At any time beginning two years after the issuance of the Note, H▇▇▇▇▇ will have Payee shall give written notice to Maker prior thereto, describing briefly the right to transfer the Securities as long as manner thereof, together with (i) except for a Permitted Transfer, in which case the transfer is requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to the Maker in violation of form and substance from counsel reasonably satisfactory to the Maker to the effect that such offer, sale or other distribution may be effected without registration or qualification under any law, federal or state law then in effect and (ii) a written undertaking executed by the Securities are not transferred to a competitor of the Company (if a majority of the Independent Directors determines in good faith that the proposed desired transferee is a competitor of the Company and that such proposed transfer would not be in the best interests of the Company, such consent to transfer not to be unreasonably withheld), (iii) the transfer is after a right of first offer reasonably satisfactory to the Company (if the Company would have a right of first refusal with respect to such transfer under Section 3 of the Amended Maker in form and Restated Investors’ Rights Agreement), and (iv) the transferee agrees substance agreeing to be bound by the termsrestrictions on transfer contained herein. Upon receiving such written notice, conditionsreasonably satisfactory opinion, representationsor other evidence, and warranties set forth such written acknowledgement, the Maker, as promptly as practicable, shall notify Payee that Payee may sell or otherwise dispose of this Note, all in accordance with the Existing Transaction Documents. Without limiting terms of the foregoing, this Note may not be transferred in violation of any restrictive legend set forth hereon at any time. Notwithstanding the foregoing, Holder may, at any time upon written notice delivered to the CompanyMaker. If a determination has been made pursuant to this Section 16 that the opinion of counsel for Payee, transfer any or all of other evidence, or the Securities to an affiliate without being subject written acknowledgment from the desired transferee, is not reasonably satisfactory to the foregoing restrictions. All Maker, the Maker shall so notify Payee promptly after such restrictions on Holder’s right of transfer shall terminate following an initial public offering or other registration of Company shares or a Change of Controldetermination has been made. Each new note issued upon transfer of this Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company Maker such legend is not required in order to ensure compliance with the Securities Act. The Company Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the CompanyMaker. Prior to presentation of this Note for registration of transfer, the Company Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Company Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall mean any transfer to Payee’s officers or directors, any affiliates or family members of any of Payee’s officers or directors, any members of Payee or their affiliates, or any affiliates of Payee.