Common use of Equityholders Clause in Contracts

Equityholders. Notwithstanding anything to the contrary herein, ------------- any Purchaser may transfer rights granted to such Purchaser under subsection 7(b), subsection 7(e) or Section 8 to any equityholder thereof to whom Registrable Shares are transferred and in turn to the respective partners, shareholders or members of any of such equityholders provided such transferee is an accredited investor within the definition set forth in Securities Act Rule 501(A), and such transferee delivers to the Company an opinion of counsel as to the transfer of such security under applicable state and federal securities laws (as described in Section 8(b)(i) above) and a written instrument in accordance with subparagraph (b) above which contains a representation that the transfer is exempt from registration under the Securities Act and designates a person or entity affiliated with the Purchaser (the "Designated Notice Party") to receive ----------------------- notice hereunder on behalf of the transferee. In the event of such transfer, such equityholder shall be deemed a Purchaser for purposes of this Section 12 and may again transfer such rights to any other person or entity which acquires Registrable Shares from such equityholder, in accordance with, and subject to, the provisions of subparagraphs (a), (b) and (c) above.

Equityholders. Notwithstanding anything to the contrary herein, ------------- any Purchaser may transfer rights granted to such Purchaser under subsection 7(b), subsection 7(e) or Section 8 to any equityholder thereof to whom Registrable Shares are transferred and in turn to the respective partners, shareholders or members of any of such equityholders provided such transferee is an accredited investor within the definition set forth in Securities Act Rule 501(A), and such transferee delivers to the Company an opinion of counsel as to the transfer of such security under applicable state and federal securities laws (as described in Section 8(b)(i) above) and a written instrument in accordance with subparagraph (b) above which contains a representation that the transfer is exempt from registration under the Securities Act and designates a person or entity affiliated with the Purchaser (the "Designated Notice Party") to receive ----------------------- notice hereunder on behalf of the transferee. In the event of such transfer, such equityholder shall be deemed a Purchaser for purposes CUSIP No. 81371G 10 S 13D PAGE 29 of 62 -------------------------------------------------------------------------------- of this Section 12 and may again transfer such rights to any other person or entity which acquires Registrable Shares from such equityholder, in accordance with, and subject to, the provisions of subparagraphs (a), (b) and (c) above.