Common use of Assignment of Registration Rights Clause in Contracts

Assignment of Registration Rights. The rights of each Holder hereunder shall be automatically assignable by each Holder to any transferee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Purchasers to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time promptly after such assignment, (ii) the Company is, within a reasonable time promptly after such transfer or assignment (but in any event within 30 days of the effective date of such transfer or assignment), furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, and (vi) such transferee shall be an “accredited investor” as that term defined in Rule 501 of Regulation D promulgated under the Securities Act. In addition, each Holder Any failure by the transferee to timely provide the written notice required under clause (ii) above shall have automatically terminate the right to assign its transferee’s rights hereunder to any other Person with the prior written consent of and the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply ’s obligations hereunder with respect to the Holders (and to subsequent) successors and assignsRegistrable Securities held by such transferee that were the subject of such transfer.

Assignment of Registration Rights. The rights of each Holder hereunder Purchasers hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable assigned by each Holder Purchaser to any transferee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time ten (10) business days after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and (f) such transferee shall be an “accredited investor” as such term is defined in Rule 501 of the Securities Act. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent lieu of the Companyforegoing and in connection with a particular transfer, which consent Purchaser may require the Company to enter into a separate registration agreement with such transferee providing for rights and obligations of the Company and such transferee shall not be unreasonably withheld. The rights deemed Purchaser hereunder with respect to assignment shall apply to the Holders (and to subsequent) successors and assignssuch transferred Registrable Securities in such event.

Assignment of Registration Rights. The rights of each Holder hereunder shall the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, will be automatically assignable assigned by each Holder the Investors to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock Convertible Notes, Warrants or the Registrable Securities if: Securities, but only if (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following after such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement or the Warrant, as the case may be, and (f) the transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of an Investor under this Article IX shall be deemed an "Investor" for all purposes of this Agreement. In addition, each Holder and shall have the right be entitled to assign its all rights hereunder of, and subject to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsan Investor hereunder.

Assignment of Registration Rights. The rights Subject to the terms and conditions of each Holder hereunder shall this Agreement, and the Debenture, the right to cause Borrower to register Registrable Securities pursuant to this Agreement may be automatically assignable assigned by each Holder to any transferee or assignee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: securities; provided that (i) the Holder agrees in writing with the such transferee or assignee to assign such rights, and is a copy transferee or assignee of such agreement is furnished to at least ten percent (10%) of the Company within a reasonable time after such assignmentRegistrable Securities, (ii) the Company such transferee or assignee is not a Person who is a direct, material competitor of Borrower, (iii) Borrower is, within a reasonable time after such transfer or assignmenttransfer, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; and, (iiiiv) such assignment shall be effective only if, immediately following such transfer or assignment transfer, the further disposition of such securities by the transferee or assignees assignee is restricted under the 1933 Act; it being the intention that, so long as Holder holds any Registrable Securities Act and applicable state securities lawshereunder, (iv) at either Holder or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the its transferee or assignee agrees in writing with of at least ten percent may exercise the Company to be bound by all of piggy-back registration rights hereunder. Other than as set forth above, the provisions of this Agreement, and (v) such transfer shall have been made in accordance with parties hereto hereby agree that the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its registration rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to transferable or assigned and any contemplated transfer or assignment in contravention of this Agreement shall apply to the Holders (be deemed null and to subsequent) successors void and assignsof no effect whatsoever.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Notes, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement (including, without limitation, the condition of consent of the Company to such transfer). In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement, the Notes or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor's margin or brokerage accounts.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Investor’s Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In additionNotwithstanding the foregoing, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent under this Agreement shall not be unreasonably withheld. The rights assignable in connection with a sale or transfer of Warrants exercisable for less than 100,000 shares of Common Stock or Registrable Securities constituting less than 100,000 shares of Common Stock to assignment any transferee unless such lesser number of Warrants or Registrable Securities is all that the transferor holds at the time of such transfer or sale; provided, however, that such restriction shall not apply with respect to the Holders (and assignment of rights under this Agreement to subsequent) successors and assignsan affiliate of such Investor.

Assignment of Registration Rights. The rights Neither this Agreement nor any of each Holder the rights, interests, or obligations hereunder shall be automatically assignable by each a Holder without the prior written consent of the Company. Further, the rights under this Agreement may be assignable by the Investor to any permitted transferee of such Holder of all or a any portion of the Purchaser Stock or the such Investor’s Registrable Securities (which, for the avoidance of doubt, shall include Olympus Power LLC) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rightsrights and such transferee agrees to be bound by the terms of this Agreement, and a copy of such agreement is furnished to the Company within a reasonable time five (5) Business Days after such assignment, ; (ii) the Company is, within a reasonable time five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Lock-Up Agreement. In addition, each Holder shall have if then in effect, and the right to assign its rights hereunder to any other Person with the prior written consent Second Amended and Restated Certificate of Incorporation of the CompanyCompany and, which consent shall not be unreasonably withheld. The rights to assignment shall apply to if applicable, the Holders (Third Amended and to subsequent) successors and assignsRestated Limited Liability Company Operating Agreement of Stronghold Digital Mining Holdings LLC.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company --------------------------------- register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to become a party to and be bound by all of the provisions of this Agreement, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder (f) such transferee shall have be an "accredited investor" as that term defined in Rule 501 of Regulation D under the right to assign its rights hereunder to any other Person with 1933 Act, and (g) if the prior written consent assignment occurs after the date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to section 2.1, which consent shall not be unreasonably withheld. The rights the transferee agrees to assignment shall apply pay all reasonable expenses of amending or supplementing such Registration Statement to the Holders (and to subsequent) successors and assignsreflect such assignment.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and the Warrants, as applicable. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor’s margin or brokerage account.

Assignment of Registration Rights. The rights of each Holder hereunder the Holders hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable assigned by each such Holder to any transferee of such Holder of all or a any portion of the Purchaser Common Stock Warrant or the Registrable Securities if: (ia) the Holder Holders agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, and (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions contained herein. The rights of a Holder hereunder with respect to any Registrable Securities not transferred (and not represented by the Common Stock Warrant transferred) shall not be assigned by virtue of the transfer of other Registrable Securities or the transfer of the Common Stock Warrant. Any such transferee who succeeds to rights hereunder shall be deemed to have a separate agreement with the Company independent of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder (vi) such transferee shall have submit evidence reasonably satisfactory to the right Company that the Transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act; and (vii) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheldthe transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. The rights to assignment shall apply Notwithstanding anything herein to the Holders (and to subsequent) successors and assignscontrary, no assignment of the rights represented by this Agreement shall be effective unless in compliance with any applicable securities laws of any applicable jurisdiction. 10.

Assignment of Registration Rights. The rights to have the Company register Registrable Securities pursuant to this Agreement may be assigned or otherwise transferred by a Purchaser to (a) any affiliate of each Holder hereunder shall be automatically assignable by each Holder to such Purchaser, (b) any family member or trust for the benefit of any individual Purchaser, or (c) any transferee who acquires no less than 50,000 shares of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: (collectively, "Permitted Transferrees"), provided that (i) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after prior to such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsSecurities Act.

Assignment of Registration Rights. The Subject to Section 8(g) of the Securities Purchase Agreement, the rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder under this Article V and Section 4.8(c) shall be automatically assignable by each Holder a Purchaser to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Purchaser’s Registrable Securities if: (i) the Holder such Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase this Agreement. In additionFollowing any such transfer in accordance with this Section 5.8, each Holder the Company shall have thereafter use commercially reasonable efforts to amend or supplement the right selling shareholder table contained in the Resale Registration Statement to assign its rights hereunder to any other Person with the prior written consent reflect such change in beneficial ownership of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsaffected Registrable Securities.

Assignment of Registration Rights. The rights of each Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of Person who acquires all or a portion of the Purchaser Stock Notes, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable assigned by each Holder the Purchasers to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock such securities or the Warrants exercisable into Registrable Securities if: only if (i) the Holder agrees Purchasers agree in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsSecurities Act.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investor(s) to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor(s) agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase 127 Agreement. In addition, each Holder ; (vi) such transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right 1933 Act; and (vii) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheld. The rights the transferee agrees to assignment shall apply pay all reasonable expenses of amending or supplementing such Registration Statement to the Holders (and to subsequent) successors and assignsreflect such assignment.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "ACCREDITED INVESTOR" as that term is defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The After the Closing, the rights of each Holder the Purchasers hereunder shall will be automatically assignable assigned by each Holder the Purchasers to any transferee of such Holder permitted transferees or assignees of all or a any portion of the Purchaser Stock or the Registrable Securities if: Shares, but only if (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities Shares with respect to which such registration rights are being transferred or assigned, (iiic) following after such transfer or assignment assignment, the further disposition of such securities Shares by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, (e) the transferee is an "accredited investor" as that term is defined in Rule 501 of this Agreement, Regulation D and (vf) such the transfer shall have been of Shares is made in accordance with the applicable requirements provisions of Section 2.6 hereof; provided, however, that if as a result of such transfers or assignments a Purchaser transfers or assigns Shares purchased at the Purchase Agreement. In additionClosing to ten or more separate persons or entities, each Holder then the Purchaser, and not the subsequent transferees or assignees, shall have the right to assign its rights hereunder to any other Person with enforce the prior written consent terms of, and receive notices under, Section 6.5 of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsthis Agreement.

Assignment of Registration Rights. The rights of each Holder hereunder shall BankFirst hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, will be automatically assignable assigned by each Holder BankFirst to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock or the Registrable Securities if: Securities, but only if (ia) the Holder Assignee agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following after such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been is made in accordance with the any applicable requirements of the Purchase Agreement. In addition, each Holder and (f) the transferee is an “accredited investor” as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of BankFirst under this Article IX shall have the right be deemed an “Assignee” for all purposes of this Agreement, and shall be entitled to assign its all rights hereunder of, and subject to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsBankFirst hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Preferred Stock or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and the Certificate of Designation, as applicable. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement, the Certificate of Designation or the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor's margin or brokerage account.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all 100,000 or a portion more of the Purchaser Stock Shares (as adjusted for any stock split, stock dividend, recapitalization, reorganization or otherwise) the Registrable Securities, or any assignee of the Securities Purchase Agreement if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Shares may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor's margin or brokerage account.

Assignment of Registration Rights. The rights Concurrent with the transfer of each Holder hereunder shall Assigned Securities to Investor under this Agreement, the Sponsor hereby assigns all of its rights, duties and obligations to Investor with respect to the Assigned Securities under that certain Registration Rights Agreement, dated July 8, 2021, by and among Acropolis, the Sponsor and certain other security holders named therein (as may be automatically assignable by each Holder amended from time to any transferee of such Holder of all or a portion time, the “Registration Rights Agreement”), and hereby represents and confirms to Investor that, upon Investor’s receipt of the Purchaser Stock or the Registrable Securities if: Assigned Securities, (i) Investor shall be a “Holder” under the Holder agrees in writing Registration Rights Agreement with respect to (and solely with respect to) the transferee Assigned Securities and not with respect to any other shares of Common Stock or assignee to assign such rightsany other equity security (including, without limitation, shares of Common Stock issued or issuable upon the exercise of any other equity security, units comprising shares of Common Stock and a copy warrants, or warrants) of such agreement is furnished to the Company within a reasonable time after such assignment, owned by Investor and (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with Assigned Securities shall be “Registrable Securities” under the Registration Rights Agreement. This Agreement constitutes the Sponsor’s written notice of (a) the name and address to Acropolis of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements Registration Rights Agreement (if required). Investor shall execute the Joinder (as defined in Section 1.8), pursuant to which, Investor will be bound by the terms and provisions of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person Registration Rights Agreement as a “Holder” thereunder with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply respect to the Holders Assigned Securities (and to subsequentupon acquisition thereof) successors and assignsas “Registrable Securities” thereunder.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable assigned by each Holder the Investors to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock or the Registrable Securities if: such securities only if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In additionSubscription Agreement including, but not limited to, the covenant of each Holder shall have the right to assign its rights hereunder to Investor that it will not transfer any other Person with the prior written consent of the CompanySecurities in violation of satisfaction of all requirements of Federal and State securities laws, which consent and (vi) such transferee shall not be unreasonably withheld. The rights to assignment shall apply to an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder or assignee (a "TRANSFEREE") of all or a any portion (but not less than $1,000,000 face amount of the Purchaser Stock or the Convertible Notes) of Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assigneeTransferee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees Transferee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee Transferee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder ; (vi) such Transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right 1933 Act; and (vii) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheld. The rights the Transferee agrees to assignment shall apply pay all reasonable expenses of amending or supplementing such Registration Statement to the Holders (and to subsequent) successors and assignsreflect such assignment.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement, including the right to have the Company register Registrable Securities pursuant hereto, shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock Preferred Shares, Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder ; and (vi) such transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder shall the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, will be automatically assignable assigned by each Holder the Investors to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock Notes, Warrants or the Registrable Securities if: Securities, but only if (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following after such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement or the Warrant, as the case may be, and (f) the transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of an Investor under this Article IX shall be deemed an "Investor" for all purposes of this Agreement. In addition, each Holder and shall have the right be entitled to assign its all rights hereunder of, and subject to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsan Investor hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investor(s) to any transferee of all or at least 50,000 shares of such Holder Investor’s Registrable Securities (or if an Investor shall hold less than 50,000 such shares, then a transfer of all or a portion of the Purchaser Stock or the Registrable Securities such shares) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Dynavax within a reasonable time after such assignment, ; (ii) the Company Dynavax is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company Dynavax receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company Dynavax to be bound by all of the provisions of this Agreement, contained herein; and (v) (A) in the case of a transfer of Warrant Related Registrable Securities, such transfer shall have been made in accordance with the applicable requirements requirements, if any, of the Warrant Purchase Agreement, and (B) in the case of a transfer of the Purchase Agreement. In additionOption Related Registrable Securities, each Holder such transfer shall have the right to assign its rights hereunder to any other Person been made in accordance with the prior written consent applicable requirements, if any, of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsPurchase Option Agreement.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder (except those transferees which have purchased Registrable Securities which have been registered under the Registration Statement) of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws; provided, however, that the transferee or assignee may subsequently transfer or assign all or any portion of the Registrable Securities if an exemption from registration under the 1933 Act is applicable to such transfer or assignment; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investor(s) to any transferee of all or at least 50,000 shares of such Holder Investor’s Registrable Securities (or if an Investor shall hold less than 50,000 such shares, then a transfer of all or a portion of the Purchaser Stock or the Registrable Securities such shares) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Dynavax within a reasonable time after such assignment, ; (ii) the Company Dynavax is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company Dynavax receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company Dynavax to be bound by all of the provisions of this Agreement, contained herein; and (v) (A) in the case of a transfer of Warrant Related Registrable Securities, such transfer shall have been made in accordance with the applicable requirements requirements, if any, of the Warrant Purchase Agreement, and (B) in the case of a transfer of the Purchase Option Related Registrable Securities, such transfer shall have been made in accordance with the applicable requirements, if any, of the Purchase Option Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.Amended And Restated Registration Rights Agreement

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable assigned by each Holder the Holders to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser such securities or Preferred Stock or the convertible into Registrable Securities if: only if (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsSecurities Act.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder or assignee of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time five (5) Business Days after such transfer or assignment, ; (ii) the Company is, within a reasonable time five (5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and arid (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or any applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been or assignment is made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have and (vi) in the right to assign its rights hereunder to any other Person with the prior written consent case of a transfer or assignment of fewer then all of the CompanyRegistrable Securities then held by the Investor to a Person that is not an affiliate of the Investor, which consent shall not be unreasonably withheld. The rights at least 50,000 Registrable Securities (subject to assignment shall apply adjustment for stock splits, stock dividends, stock combinations and similar transactions after the date of this Agreement) are transferred or assigned to the Holders (and to subsequent) successors and assignstransferee or assignee.

Assignment of Registration Rights. The rights of each Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns. In the event of an assignment pursuant to this Section 7(g), the Purchaser shall pay all incremental costs and expenses incurred by the Company in connection with filing a Registration Statement (or an amendment to the Registration Statement) to register the shares of Registrable Securities assigned to any assignee or transferee of the Purchaser.

Assignment of Registration Rights. The rights of each Holder hereunder shall the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, will be automatically assignable assigned by each Holder the Investors to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock or the Registrable Securities Securities, but only if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iiic) following after such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, ; (ivd) at or before the time the Company receives received the written REGISTRATION RIGHTS AGREEMENT FOR NEW INVESTORS (2) notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (ve) the transferee is an "accredited investor" or a "qualified institutional buyer," as each such transfer shall have been made term is defined, respectively, in accordance with Rule 501 of Regulation D and Rule 144A, both promulgated under the applicable requirements of the Purchase AgreementSecurities Act. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequentSignature page follows) successors and assigns.REGISTRATION RIGHTS AGREEMENT FOR NEW INVESTORS (2)

Assignment of Registration Rights. The rights of each Holder hereunder and obligations under this Agreement shall be automatically assignable by each Holder the Lenders to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Lender’s Registrable Securities if: (i) the Holder Lender agrees in writing with the transferee or assignee to assign such rightsrights and obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights and obligations hereunder are being transferred or assigned, assigned and (c) any other information which the Company requests in order to reflect such transferee as a selling stockholder in the Registration Statement; (iii) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, (iv) laws to the same extent such securities were restricted prior to such transfer or assignment; at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (viv) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreementapplicable law. In addition, each Holder shall have the right to assign its rights hereunder to any other Person Upon compliance with the prior written consent of the Company, which consent foregoing sentence any such transferee shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsbecome a Lender under this Agreement.

Assignment of Registration Rights. The Prior to the initial declaration by the SEC of the effectiveness of the Registration Statement, the rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Investor’s Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have After the right to assign its rights hereunder to any other Person with initial declaration by the prior written consent SEC of the Companyeffectiveness of the Registration Statement, which consent this Agreement shall not be unreasonably withheld. The rights to assignment shall apply to assignable by the Holders (and to subsequent) successors and assignsInvestors.

Assignment of Registration Rights. The Company shall not assign this Agreement or any rights of each Holder or obligations hereunder shall be automatically assignable by each Holder to any transferee of such Holder of all or a portion without the prior written consent of the Purchaser Stock or Investor. The Investor may not assign its rights under this Agreement without the Registrable Securities ifwritten consent of the Company, other than to an affiliate of the Investor controlled by Xxxxxx X. Xxxxxx; provided: (i) the Holder Investor agrees in writing with the such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such transfer or assignmentassignment (as the case may be), furnished with written notice of (a) the name and address of such transferee or assigneeassignee (as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned, assigned (as the case may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition of such securities by the such transferee or assignees assignee (as the case may be) is restricted under the Securities 1933 Act and or applicable state securities laws, laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder ; and (vi) such transfer or assignment (as the case may be) shall have the right to assign its rights hereunder to any other Person been conducted in accordance with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (all applicable federal and to subsequent) successors and assignsstate securities laws.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Debenture, the Warrant, or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Debenture Purchase Agreement. In addition, each Holder ; (vi) such transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right 1933 Act; and (vii) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheld. The rights the transferee agrees to assignment shall apply pay all reasonable expenses of amending or supplementing such Registration Statement to the Holders (and to subsequent) successors and assignsreflect such assignment.

Assignment of Registration Rights. The rights of each Holder hereunder the Purchaser hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder such Purchaser to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: if (i) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Buyer to any transferee which is an "affiliate" of such Holder the Buyer, as that term is defined under the 1934 Act, of all or a any portion of the Purchaser Stock or the Registrable Securities if: if (i) the Holder Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder (vi) such transferee shall have be an "accredited investor" as that term defined in Rule 501 of Regulation.D promulgated under the right 1933 Act; and (vi) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheld. The rights the transferee agrees to assignment shall apply pay its all reasonable expenses of amending or supplementing such Registration Statement to the Holders (and to subsequent) successors and assignsreflect such assignment.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement or the Warrants, the Securities may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor's margin or brokerage accounts.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable assigned by each Holder the Purchasers to any permitted transferee of such Holder of all or a any portion of such securities (or all or any portion of the Purchaser Stock or the Registrable Securities Warrants) only if: (ia) the Holder Purchaser agrees in writing with the permitted transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such permitted transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) immediately following such transfer or assignment the further disposition of such securities by the permitted transferee or assignees is restricted under the Securities 1933 Act and applicable state securities laws, and (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this Section 8(j), sentence the permitted transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such reasonable actions as shall be reasonably acceptable to the Purchasers and such permitted transferee to assure that the Registration Statement and related prospectus are available for use by such permitted transferee for sales of the Registrable Securities in respect of which the rights to registration have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsso assigned.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities in accordance with Section 2(f) of the Securities Purchase Agreement if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder No transferee of registration rights under this Agreement shall have be entitled to include any Registrable Securities on a Registration Statement unless it previously has provided the right Company the written notice referred to assign its rights hereunder to any other Person with the prior written consent in clause (ii) of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignspreceding sentence.

Assignment of Registration Rights. The rights of each Holder hereunder the Purchasers hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable assigned by each Holder Purchaser to any transferee of such Holder of all or a any portion of the Purchaser Preferred Stock or the Registrable Securities (other than pursuant to a Registration Statement or Rule 144 (so long as the shares subject to such transfer are thereafter freely tradeable under the Securities Act)) if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Buyers to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities as authorized by the Securities Purchase Agreement if: (i) the Holder Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In additionthe event that the Buyer transfers all or any portion of its Registrable Securities pursuant to this Section, each Holder the Company shall have at least ten (10) days to file any amendments or supplements necessary to keep the right Registration Statement current and effective pursuant to assign its rights hereunder to Rule 415, and the commencement date of any other Person with Event of Failure or Event of Default under the prior written consent Certificate of Designation or the Company, which consent shall not Warrants caused thereby will be unreasonably withheld. The rights to assignment shall apply to the Holders extended by ten (and to subsequent10) successors and assignsdays.

Assignment of Registration Rights. (a) The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition; provided, each Holder however, that during such time that the Registrable Securities held by an Investor are covered by an effective Registration Statement, the rights of such Investor hereunder shall have be assignable by the right Investor only to assign its rights hereunder to a transferee of all or any other Person with the prior written consent portion of the Company, which consent shall Registrable Securities in a transaction that is not eligible to be unreasonably withheld. The rights to assignment shall apply to covered by the Holders (and to subsequent) successors and assignsRegistration Statement.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee Person (a "Transferee") to whom transfer of such Holder the Registrable Securities is permitted of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assigneeTransferee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees Transferee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee Transferee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder ; (vi) such Transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right 1933 Act; and (vii) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheld. The rights the Transferee agrees to assignment shall apply pay all reasonable expenses of amending or supplementing such Registration Statement to the Holders (and to subsequent) successors and assignsreflect such assignment.

Assignment of Registration Rights. The rights of each Holder hereunder shall the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, will be automatically assignable assigned by each Holder the Investors to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock Convertible Notes, Warrants or the Registrable Securities if: Securities, but only if (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following after such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement or the Warrant, as the case may be, and (f) the transferee is an “accredited investor” as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of an Investor under this Article IX shall be deemed an “Investor” for all purposes of this Agreement. In addition, each Holder and shall have the right be entitled to assign its all rights hereunder of, and subject to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsan Investor hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder under this ‎Article V and Section 4.8(c) shall be automatically assignable by each Holder BVF and a Purchaser to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Purchaser’s Registrable Securities ifif : (i) BVF and the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase this Agreement. In additionFollowing any such transfer in accordance with this Section ‎5.8, each Holder the Company shall have thereafter use commercially reasonable efforts to amend or supplement the right selling shareholder table contained in the Resale Registration Statement to assign its rights hereunder to any other Person with the prior written consent reflect such change in beneficial ownership of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsaffected Registrable Securities.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Notes, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement, the Notes or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor's margin or brokerage accounts.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement with respect to the Registrable Securities issued pursuant to the Commitment Warrants shall be automatically assignable by each Holder IFG to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities issuable pursuant to the Commitment Warrants if: (i) the Holder IFG agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement,and (vi) such transferee shall be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act. In addition, each Holder shall have The rights under this Agreement with respect to the right Registrable Securities issued with respect to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent Purchase Agreement shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsassignable.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each the Holder and any subsequent Investor, in whole or in part, including the Holder's rights pursuant to any transferee of such Holder of all or Section 2.2 hereof to an Investor (a portion of the Purchaser Stock or the Registrable Securities if"Transferee"), provided that: (i) the Holder agrees in writing with the transferee Transferee to transfer or assignee to assign such rights, and a copy of such agreement is promptly furnished to the Company within a reasonable time after such transfer or assignment, ; (ii) the Company is, within a reasonable time promptly after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assigneeTransferee, and (b) the securities with respect to which such registration rights are being transferred or assigned and the amount being transferred or assigned, ; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee Transferee agrees in writing with the Company to be bound by all of the provisions contained herein (including with respect to Section 2.5.2); (iv) such Transferee shall be an "accredited investor" as that term is defined in Rule 501 of this Agreement, and Regulation D promulgated under the 1933 Act; (v) such transfer shall have been made in accordance with the applicable requirements event the assignment occurs subsequent to the date of effectiveness of the Purchase Agreement. In additionRegistration Statement required to be filed pursuant to Section 2.1 hereof, each the Transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment; provided, however, that any assignment by the Holder shall have the right to assign of its rights hereunder to any other Person with the prior written consent of the Company, which consent its subsidiaries shall not be unreasonably withheld. The rights subject to assignment shall apply this clause v; and (vi) after giving effect to the Holders Transfer, the Transferee will beneficially own not less than 30% of the Common Stock issued under the Acquisition Agreement (and to subsequent) successors and assignsor such comparable amount of Registrable Securities).

Assignment of Registration Rights. The rights of each Holder hereunder under this Article V and Section 4.8(a)(iii) shall be automatically assignable by each Holder a Purchaser to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Purchaser’s Registrable Securities if: (i) the Holder such Purchaser agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase this Agreement. In additionFollowing any such transfer in accordance with this Section 5.7, each Holder the Company shall have thereafter use commercially reasonable efforts to amend or supplement the right selling stockholder table contained in the Resale Registration Statement to assign its rights hereunder to any other Person with the prior written consent reflect such change in beneficial ownership of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsaffected Registrable Securities.

Assignment of Registration Rights. The rights of each Holder hereunder hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable assigned by each Holder to any transferee of such Holder of all or a any portion of the Purchaser Stock Warrant, the Warrant Shares or the Registrable Securities if: (ia) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, and (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions contained herein. The rights of Holder hereunder with respect to any Registrable Securities not transferred shall not be assigned by virtue of the transfer of other Registrable Securities. Any such transferee who succeeds to rights hereunder shall be deemed to have a separate agreement with the Company independent of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Notes, the Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, the Notes and the Warrants, as applicable. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement, the Notes or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor’s margin or brokerage account.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Common Stock, the Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state and provincial securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and the Warrants, as applicable. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor's margin or brokerage account.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and the Warrants, as applicable. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor's margin or brokerage account.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder in a private transaction of all or a any portion of such Investor's Notes and/or Warrants, pursuant to the Purchaser Stock or the Registrable Securities terms thereof, if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Parent within a reasonable time after such assignment, ; (ii) the Company Parent is, within a reasonable time after at least two (2) Business Days prior to the date such transfer or assignmentassignment becomes effective, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company Parent receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company Parent to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the relevant Securities Purchase Agreement. In addition, each Holder shall have ; and (vi) the right Parent receives from the transferee or assignee a completed Notice of Registration Statement and Selling Securityholder Questionnaire attached as Appendix A hereto and a Non-Issuer Form of Submission to assign its rights hereunder to any other Person with the Jurisdiction and Appointment of Agent for Service of Process attached as Appendix B hereto prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignseffectiveness of such transfer or assignment.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Investor's Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In additionAgreements, each Holder the Convertible Debentures and the Warrants; (vi) such transfer shall have the right been conducted in accordance with all applicable federal and state securities laws; and (vii) such transfer or assignment does not result in more than ten (10) holders of Registrable Securities and, after giving effect to assign its rights hereunder to any other Person with the prior written consent such transfer or assignment, such assignee or transferee holds at least 10% of the CompanyRegistrable Securities (subject to appropriate adjustment for stock splits, which consent shall not be unreasonably withheld. The rights to assignment shall apply to stock dividends, combinations, recapitalizations and other similar transactions) or such lesser number if such transfer involves all of the Holders (and to subsequent) successors and assignsRegistrable Securities then held by such transferor.

Assignment of Registration Rights. The rights of each Holder hereunder shall the Eligible Investors hereunder, including the right (if any) to have the Company register Registrable Securities pursuant to this Agreement, will be automatically assignable assigned by each Holder the Eligible Investors to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock or the Registrable Securities if: Securities, but only if (ia) the Holder Eligible Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted was not made under the Securities Act and applicable state securities lawsRegistration Statement or Rule 144, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and (e) the transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Any transferee or assignee of an Eligible Investor under this Article IX shall be deemed a beneficiary of this Agreement, and shall be entitled to all rights of, and subject to all obligations (vincluding indemnification obligations) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In additionof, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsan Eligible Investor hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder shall the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, will be automatically assignable assigned by each Holder the Investors to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock Investors rights under the Exchange Agreement, the 2010 Convertible Senior Notes or the Registrable Securities if: Securities, but only if (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following after such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Exchange Agreement, and (f) the transferee is an “accredited investor” as that term is defined in Rule 501 under the Exchange Act. In additionAny transferee or assignee of an Investor under this Article IX shall be deemed an “Investor” for all purposes of this Agreement, each Holder and shall have be entitled to all rights of, and subject to all obligations (including indemnification obligations) of, an Investor hereunder; provided, however, that such a transferee will not be eligible to be named in a Registrations Statement or an amendment thereto until such transferee has completed a Questionnaire of Selling Securityholders in the right form of Exhibit A and delivered it to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of the Buyer or any other Investor under Sections 8 and 9 of this Agreement and the rights and obligations of each Holder hereunder Investor under Section 9 of this Agreement shall be automatically assignable assigned by each Holder such Investor to any transferee of such Holder of all or a any portion of such Investor's Registrable Securities (or all or any portion of the Purchaser Stock or the Registrable Securities Note) only if: (i1) the Holder such Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii2) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii3) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, and (iv4) at or before the time the Company receives received the written notice contemplated by clause (ii2) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained in Sections 8 and (v) 9 hereof. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related Prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsso assigned.

Assignment of Registration Rights. The rights Subject to the terms and conditions of each Holder hereunder shall this Agreement, and the Debentures, the right to cause the Company to register Registrable Securities pursuant to this Agreement may be automatically assignable assigned by each Holder to any transferee or assignee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: securities; provided that (i) the Holder agrees in writing with the such transferee or assignee to assign such rights, and is a copy transferee or assignee of such agreement is furnished to at least ten percent (10%) of the Company within a reasonable time after such assignmentRegistrable Securities, (ii) such transferee or assignee is not a Person who is a direct, material competitor of the Company, (iii) the Company is, within a reasonable time after such transfer or assignmenttransfer, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned; and, (iiiiv) such assignment shall be effective only if, immediately following such transfer or assignment transfer, the further disposition of such securities by the transferee or assignees assignee is restricted under the 1933 Act; it being the intention that, so long as Holder holds any Registrable Securities Act and applicable state securities lawshereunder, (iv) at either Holder or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the its transferee or assignee agrees in writing with of at least ten percent may exercise the Company to be bound by all of piggy-back registration rights hereunder. Other than as set forth above, the provisions of this Agreement, and (v) such transfer shall have been made in accordance with parties hereto hereby agree that the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its registration rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to transferable or assigned and any contemplated transfer or assignment in contravention of this Agreement shall apply to the Holders (be deemed null and to subsequent) successors void and assignsof no effect whatsoever.

Assignment of Registration Rights. The Subject to the written approval of the Company not to be unreasonably withheld, the rights of each Holder hereunder shall be under this Agreement are automatically assignable by each Holder the Consultant to any transferee of such Holder Registrable Securities having a value of all or a portion at least $50,000 (based upon the exercise price of the Purchaser Stock or Warrant as of the date of assignment or, with respect to Registrable Securities already issued pursuant to exercise of a Warrant, the average of the lowest 3 closing bid prices for shares of such Registrable Security during the 20 trading days prior to the assignment) if: (i) the Holder Consultant agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assigneeassignee and the circumstances in which such Registrable Securities are being transferred, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In additionAgreement and applicable securities laws, each Holder and (vi) such transferee shall have be an "Accredited Investor" as that term defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable in full or in part by each Holder the Investor(s) to any transferee of such Holder of all or a portion of the Purchaser Stock or the such Investor’s Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Lexicon within a reasonable time after such assignment, ; (ii) the Company Lexicon is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company Lexicon receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company Lexicon to be bound by all of the provisions of this Agreementcontained herein, including the obligation to provide Lexicon with a completed Selling Stockholder Questionnaire, as applicable; and (v) in the case of Share Purchase Related Registrable Securities, such transfer shall have been made in accordance with the applicable transfer requirements set forth in Article VI of the Share Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder shall to cause the Company to register Registrable Securities pursuant to this Article 2 may be automatically assignable assigned (but only with all related obligations) by each a Holder to any a transferee or assignee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: that (i) the Holder agrees in writing with the transferee is an Affiliate, subsidiary, parent, partner, limited partner, member, retired partner or assignee to assign such rights, and stockholder of a copy of such agreement is furnished to the Company within a reasonable time after such assignmentHolder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder, (iii) after such assignment or transfer, would hold at least 70,800,000 Class A Ordinary Shares (on an as-converted basis and appropriately adjusted for any stock split, dividend, combination or other recapitalization), or (iv) solely in the case of the Founding Shareholder (as such term is defined in the Articles, and so long as the Founding Shareholder qualifies as a “Holder” hereunder), to an “Affiliate,” as such term is defined in the Articles or other Person listed in Section 5.5(a)(3) of the Articles; provided that (a) the Company is, within a reasonable time after such transfer or assignmenttransfer, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities Registrable Securities with respect to which such registration rights are being transferred assigned; (b) such transferee or assignedassignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 2.13 below; and (iiic) such assignment shall be effective only if immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsAct.

Assignment of Registration Rights. The rights of each Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ Affiliate of such Holder or any other Holder or Affiliate of any other Holder of all or a portion of the Purchaser Stock Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld provided that such assignment shall be in accordance with applicable securities laws. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Shareholders to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities ifif the Company consents (except for such transfer to an affiliate or successor, which shall not require any such consent) and: (i) the Holder Shareholder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Stock Purchase Agreement. In addition, each Holder ; (vi) such transferee shall have be an "ACCREDITED INVESTOR" as that term is defined in Rule 501 of Regulation D promulgated under the right 1933 Act; and (vii) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheld. The rights the transferee agrees to assignment shall apply pay all reasonable expenses of amending or supplementing such Registration Statement to the Holders (and to subsequent) successors and assignsreflect such assignment.

Assignment of Registration Rights. The rights of each Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of Person to whom all or a portion of the Purchaser Stock Preferred Stock, the Warrants or the Registrable Securities are transferred if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.. 215

Assignment of Registration Rights. The rights of each Holder hereunder shall the Initial Investor hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, will be automatically assignable assigned by each Holder the Initial Investor to any transferee of such Holder transferees or assignees of all or a any portion of the Purchaser Stock or the Registrable Securities if: Securities, but only if (ia) the Holder Initial Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted was not made under the Securities Act and applicable state securities lawsRegistration Statement or Rule 144, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement. In additionWarrants, each Holder shall have as the right to assign its rights hereunder to any other Person with case may be, and (f) the prior written consent transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of the CompanyInitial Investor under Article IX shall be deemed the "Initial Investor" and a "holder of Registrable Securities" for all purposes of this Agreement, which consent and shall not be unreasonably withheld. The entitled to all rights of, and subject to assignment shall apply to all obligations (including indemnification obligations) of, the Holders (Initial Investor and to subsequent) successors and assignsa holder of Registrable Securities hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Buyers to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Buyer's Registrable Securities if: (i) the Holder Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of law. Notwithstanding any such assignment of rights hereunder, Buyers shall retain their rights hereunder with respect any Registrable Securities not transferred. If this rights are assigned under this Agreement as provided above, then, at the Purchase Agreement. In additionrequest of the transferring Buyer or the transferee, each Holder shall have the right to assign Company will enter into a separate agreement with any such transferee of Registrable Securities cover its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsbeing so transferred hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities having a value of at least $50,000 if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assigneeassignee and the circumstances in which such Registrable Securities are being transferred, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In additionNote Modification Agreement and applicable securities laws, each Holder and (vi) such transferee shall have be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder the Purchasers hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable assigned by each Holder Purchaser to any transferee of such Holder of all or a any portion of the Purchaser Preferred Stock or the Registrable Securities if: (ia) the Holder transferee (which shall be an accredited investor as defined in Regulation D under the Securities Act) is a permitted transferee under Section XIV. K of the Certificate of Designation, (b) the transferring Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iic) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiid) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, and (ive) at or before the time the Company receives the written notice contemplated by clause (iic)(ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions contained herein. The rights of a Purchaser hereunder with respect to any Registrable Securities not transferred (and not represented by Preferred Stock or the Warrant transferred) shall not be assigned by virtue of the transfer of other Registrable Securities or transferred Preferred Stock or the Warrant representing other Registrable Securities. Any such transferee who succeeds to rights hereunder shall be deemed to have a separate agreement with the Company independent of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Preferred Shares, Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement, the Certificate, the Warrants or the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investors under this Agreement or any other Person with agreement or document related to the prior written transaction contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor's margin or brokerage accounts.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Preferred Stock or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, the Certificate of Designation, as applicable. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement or the Certificate of Designation, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor’s margin or brokerage account.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any permitted transferee or assignee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: (i) in the Holder case of either an assignment of Registrable Securities to an affiliate of such Investor or an assignment of all Registrable Securities held by such Investor without the consent of the Company and (ii) in the case of an assignment of less than all of the Registrable Securities held by such Investor with the consent of the Company (which consent shall not be unreasonably withheld), if (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted was not made under the Securities Act and applicable state securities lawsRegistration Statement or Rule 144, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement and (f) the transferee is an "accredited investor" as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of an Investor under Article IX shall be deemed an "INVESTOR" for all purposes of this Agreement. In addition, each Holder and shall have the right be entitled to assign its all rights hereunder of, and subject to any other Person with the prior written consent of the Companyall obligations (including indemnification obligations) of, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsan Investor hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder all or any portion of Registrable Securities if and upon the occurrence of all or a portion of the Purchaser Stock or the Registrable Securities iffollowing: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply and (vi) such transferee certifies to the Holders (and to subsequent) successors and assignsCompany that it is an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the 1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a portion of the Purchaser Stock Preferred Shares, the Warrants or the Registrable Securities if: (i) the Holder aggregate amount of the Preferred Shares, Warrants or Registrable Securities transferred to such transferee equals or exceeds twenty-five percent (25%) of the securities purchased by the Initial Investors pursuant to the Securities Purchase Agreement, (ii) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iiiii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the securities with respect to which such registration rights are being transferred or assigned, (iiiiv) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (vvi) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder the Investors hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Common Stock, the Warrants or the Registrable Securities if: (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state and provincial securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and the Warrants, as applicable. In addition, each Holder shall have and notwithstanding anything to the right to assign its contrary contained in this Agreement, the Securities Purchase Agreement or the Warrants, the Securities (as defined in the Securities Purchase Agreement) may be pledged, and all rights hereunder to of the Investor under this Agreement or any other Person with agreement or document related to the prior written transactions contemplated hereby may be assigned, without further consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsa bona fide pledgee in connection with an Investor’s margin or brokerage account.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to or assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and by all the provisions of this Agreementthe Securities Purchase Agreement that deal with the transfer or resale of the Registrable Securities, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, and (vi) such transferee shall be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the 1933 Act. In addition, each Holder Nothing herein shall have affect the right assignment of rights to assign its rights hereunder to any other Person with the prior written consent a bona fide pledgee of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsRegistrable Securities.

Assignment of Registration Rights. The Subject to the immediately succeeding sentence, the rights of each Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee Affiliate of such Holder, any other Holder or Affiliate of any other Holder and up to six other assignees of all or a portion of the Purchaser shares of Preferred Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of Person who acquires all or a portion of the Purchaser Stock Preferred Shares, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.. 117

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rightsthe related rights and obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and to reimburse the Company for any expenses that may be incurred by the Company as a result of this Agreementsuch assignment and transfer that would not otherwise have been incurred by the Company, and including any costs associated with the amendment of any Registration Statement or prospectus, (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.the

Assignment of Registration Rights. The rights of each Holder hereunder --------------------------------- hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of all or a portion at least 50,000 shares of the Purchaser Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing (in form and substance reasonably satisfactory to the Company) with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.be

Assignment of Registration Rights. The Any of the rights of each the Holder hereunder shall hereunder, including the right to have the Company register Registrable Securities pursuant to this Agreement, may be automatically assignable assigned by each the Holder to any transferee of such Holder of all or a portion of the Purchaser Stock Warrant or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementWarrant. In additionThe transferee, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent by acceptance of the Companytransfer of any registration rights hereunder, which consent shall not be unreasonably withheld. The acknowledges that it takes such rights to assignment shall apply subject to the Holders (terms and conditions hereof. Upon any transfer of less than all of its Registrable Securities, the Holder retains registration rights with respect to subsequent) successors Registrable Securities held by it. APPENDIX D - VESTING SCHEDULE The Company and assigns.the Holder have agreed that the number of Warrant Shares to be issued under the Warrant shall be determined in accordance with this Appendix D.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the such Investor's Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions obligations of an Investor under this Agreement, and ; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder the Indenture, the Notes, the Warrant Agent Agreement and the Warrants; and (vi) such transfer shall have the right to assign its rights hereunder been conducted in accordance with all applicable federal and state securities laws. With respect to any other Person with transferee who fulfilled the prior written consent of foregoing obligations, the CompanyCompany agrees to take such actions as shall be necessary to permit such transferee to use the Registration Statement and related prospectus, which consent shall not be unreasonably withheld. The rights to assignment shall apply to including, without limitation, listing such transferee as a "selling shareholder" in the Holders (Registration Statement and to subsequent) successors and assignsrelated prospectus.

Assignment of Registration Rights. The rights and obligations of each Holder hereunder an Investor pursuant to Sections 5(a), 5(b) and 8 of this Agreement shall be automatically assignable assigned by each Holder such Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities (or all or any portion of the Note) only if: (ia) the Holder such Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, assignee and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) immediately following such transfer or assignment the further disposition of such securities the Registrable Securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained in Sections 5(a), 5(b) and 8 and (ve) such transferee holds at least 50,000 shares of Common Stock or a portion of the Note which at the time of transfer is convertible into at least 50,000 shares of Common Stock or such lesser amount of shares into which the Note is then convertible. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such actions as shall be reasonably acceptable to the Initial Investor and such transferee to assure that the Registration Statement and related Prospectus are available for use by such transferee for sales of the Registrable Securities in respect of which the rights to registration have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsso assigned.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock Preferred Shares or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder (vi) such transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right 1933 Act and (vii) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheld. The rights the Company agrees to assignment shall apply pay all its reasonable expenses of amending or supplementing such Registration Statement to the Holders (and to subsequent) successors and assignsreflect such assignment.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investor to any transferee of such Holder of all or a any portion of the Purchaser Stock Debenture, the Warrant, or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer shall have been made in accordance with the applicable requirements of the Debenture Purchase Agreement. In addition, each Holder ; (vi) such transferee shall have be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the right 1933 Act; and (vii) in the event the assignment occurs subsequent to assign its rights hereunder to any other Person with the prior written consent date of effectiveness of the CompanyRegistration Statement required to be filed pursuant to Section 2(a), which consent shall not be unreasonably withheldthe transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsSECTION 10.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable (but only with all related obligations) by each Holder the Designee to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Designee's Registrable Securities if: (i) the Holder Designee agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities held by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, assignee constitute Registrable Securities; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) the Designee demonstrates to the Company's reasonable satisfaction that such transfer shall have has been made in accordance with the applicable requirements of the Purchase Subscription Agreement. In additionUpon the Company's receipt of the documents referenced in (i), each Holder (ii) and (iv) above, the transferee shall have thereafter be deemed to be an "Investor." Except for any assignment in accordance with this Section 9, this Agreement and the right to assign its rights and obligations hereunder to may not be assigned by any other Person with party hereto without the prior written consent of each of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsother parties hereto.

Assignment of Registration Rights. The rights of each the Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each the Holder to any transferee of such Holder of Person who acquires all or a portion of the Purchaser Stock Common Stock, the Warrant Shares, or the Registrable Securities Warrant if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of Person who acquires all or a portion of the Purchaser Stock Note, the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable assigned by each Holder the Purchasers to any permitted transferee of such Holder of all or a any portion of such securities (or all or any portion of the Purchaser Stock or the Registrable Securities Preferred Stock) only if: (ia) the Holder Purchaser agrees in writing with the permitted transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such permitted transferee or assignee, and (bii) the securities with respect to which such registration rights are being transferred or assigned, (iiic) immediately following such transfer or assignment the further disposition of such securities by the permitted transferee or assignees is restricted under the Securities 1933 Act and applicable state securities laws, and (ivd) at or before the time the Company receives the written notice contemplated by clause (iib) of this Section 8(j), sentence the permitted transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) contained herein. In connection with any such transfer the Company shall, at its sole cost and expense, promptly after such assignment take such reasonable actions as shall be reasonably acceptable to the Purchasers and such permitted transferee to assure that the Registration Statement and related prospectus are available for use by such permitted transferee for sales of the Registrable Securities in respect of which the rights to registration have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsso assigned.

Assignment of Registration Rights. The rights of each Holder hereunder to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by each Holder the Investors to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. In addition, each Holder and (vi) such transferee shall have be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j)Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person person with the prior written consent of the Company, which consent shall not unreasonably be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder under this Agreement shall be automatically assignable (but only with all related obligations) by each Holder the Subscriber to any transferee of such Holder of all or a any portion of the Purchaser Stock or the Subscriber's Registrable Securities if: (i) the Holder Subscriber agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, ; (iii) immediately following such transfer or assignment the further disposition of such securities held by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, assignee constitute Registrable Securities; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section 8(j), sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) the Subscriber demonstrates to the Company's reasonable satisfaction that such transfer shall have has been made in accordance with the applicable requirements of the Purchase Subscription Agreement. In additionUpon the Company's receipt of the documents referenced in (i), each Holder (ii) and (iv) above, the transferee shall have thereafter be deemed to be an "Investor." Except for any assignment in accordance with this Section 9, this Agreement and the right to assign its rights and obligations hereunder to may not be assigned by any other Person with party hereto without the prior written consent of each of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsother parties hereto.