Common use of Assignment of Registration Rights Clause in Contracts

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company Corporation to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: Holder to, (i) to in the case of any Holder that is a transferee partnership, limited liability company or assignee who holds corporation, any current and former constituent partners, members, stockholders, affiliate funds and affiliates of that Holder, or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to in the Company's Qualified IPOcase of any Holder, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to (x) a transferee or assignee of such securities that is a current who, after such assignment or former constituent partnertransfer, Affiliate holds at least twenty percent (20%) of the Holder's shares (as defined under Rule 405 pursuant to appropriately adjusted for all stock splits, dividends, combinations, reclassifications and other like transactions) of the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then Registrable Securities originally held by such transferee; and transferring Holder, (iiiy) after the Company's Qualified IPO, to a transferee or assignee of such securities that who is a current spouse, lineal descendant, adopted child, father, mother, brother or former constituent partnersister (each, Affiliate a "Family Member") of Holder or (as defined under Rule 405 pursuant to the Actz) or member to a trust, the beneficiaries of a Holderwhich are exclusively the Holder and/or Family Members, provided provided, in each case, that: (a) the Company Corporation is, within a reasonable time after such transfer, furnished fumished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.12 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assigneeassignee of a holder of Registrable Securities, the holdings of transferees and assignees "affiliates" (as defined in Rule 405 under the Act) of a partnership who are partners such holder, affiliated partnerships, constituent or retired partners of such partnership partnerships (including spouses and ancestors, lineal descendants and siblings as well as Family Members of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershipsuch partnership and its affiliated partnerships and other entities; provided that provided, that, all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (by any Holder to a “permitted transferee” pursuant to this Section 2(m) and by such transferee to a subsequent permitted transferee, but only if such rights are transferred with all related obligationsobligations hereunder. A “permitted transferee” means (a) by a Holder: (i) an Affiliate of such Holder or transferee, (ii) any member or members of such Holder’s Immediate Family or a trust for the benefit of any member or members of such Holder’s Immediate Family, if by gift or bequest or through inheritance to, or for the benefit of, such person, (iii) a trust in respect of which such Holder serves as trustee, provided, however, that the trust instrument governing such trust shall provide that such Holder, as trustee, shall retain sole and exclusive control over the voting and disposition of such rights until the termination of this Agreement, or (iv) a limited partnership or limited liability company, all partners or members of which are members of such Holder’s Immediate Family, or (b) any person in connection with the sale or other transfer of at least an aggregate of 300,000 shares of such Holder’s Registrable Securities (as adjusted for stock splits, combinations, stock dividends and recapitalizations). No transfer may be made pursuant to this Section 2(m) to a transferee reasonably determined in good faith by written resolution of the Board to be, directly or assignee who holds or would holdindirectly, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares a competitor of such securities; (ii) prior to the Company's Qualified IPO. In addition, and with the Company's prior written consent, which consent shall not no transfer may be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 made pursuant to the Act) or member of a Holder and who holds or would holdthis Section 2(m), after giving effect to the transfer, the lesser of unless (A) at least fifty thousand (50,000) shares of the intended permitted transferee to whom rights under this Agreement are transferred shall have, as a condition to such securities; or transfer, previously delivered to the Company a written instrument by which such permitted transferee agrees to be bound by the obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder under this Agreement, (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable amount of time after prior to such transfer, transfer the Company shall have been furnished with written notice of the such transferee’s name and address of such transferee or assignee address, and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately (C) following such transfer transfer, the further disposition of such securities Registrable Securities by the permitted transferee or assignee is restricted under the 1933 Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be transferred or assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partnersecurities, Affiliate provided: (as defined under Rule 405 pursuant to the Acta) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time ten days after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided(b) such transferee or assignee is not a competitor of the Company, further, that (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act; (d) such transferee or assignee owns at least 20,000 shares of the Company’s capital stock following the transfer or assignment; (e) such transferee or assignee acquires at least twenty-five percent (25%) of the shares held by such transferring Holder immediately prior to the transfer (or Common Stock issued upon conversion of such Preferred Stock); (f) such transferee or assignee agrees in writing, by executing a joinder to this Agreement, to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.14 below; and (g) such transferee is a transferee permitted in Section 4.1 of this Agreement. For the purposes The transfer of determining the registration rights to a limited or general partner of any Holder, or an Affiliate of such Holder, will be without restriction as to any minimum number of shares of Registrable Securities Preferred Stock held by such Holder. SRI hereby covenants to the Company and the Preferred Holders that, notwithstanding anything to the contrary contained herein or the Tenth Amended and Restated Voting, Right of First Refusal and Co-Sale Agreement of even date herewith, (i) all officers, directors, or key employees of SRI who have received a transferee stock option to purchase shares of the Company’s Common Stock held by SRI (an “Option Award”) or assigneea stock bonus of shares of the Company’s Common Stock held by SRI (a “Bonus Award”) under the Xxxxxxx Corporation 2002 Incentive Plan II (the “SRI Plan”) to date are listed on Exhibit A to this Agreement (each a “SRI Employee” and, collectively, the holdings “SRI Employees”), (ii) as of transferees the date of this Agreement, SRI has not requested the Company to transfer or register any of its shares of Common Stock to or in the name of any SRI Employee; (iii) prior to requesting the Company to transfer or register any shares of Common Stock owned beneficially and assignees of record by SRI to or in the name of any SRI Employee, SRI will require such SRI Employee to agree in writing, by executing a partnership who joinder to this Agreement, to be bound by and subject to the terms and conditions of this Agreement in the same manner as if the SRI Employee were an original party to this Agreement, (iv) the registration rights provided in this Agreement are partners the only registration rights the SRI Employees are or retired partners will be entitled to in connection with such SRI Employee’s award under the SRI Plan and (v) it currently does not anticipate granting any additional Option Awards or Bonus Awards to any employee, officer or directors of SRI under the SRI Plan after the date of this Agreement, but if it does grant additional Option Awards and Bonus Awards, in no event shall such partnership grants exceed 25,800 shares of Common Stock (including spouses as adjusted for stock splits, stock dividends, recapitalizations and ancestorsthe like) as provided in the SRI Plan. Notwithstanding Section 1.12(d) above, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment transfer of registration rights shall have to a single attorney-in-fact for SRI Employee by SRI pursuant to the purpose foregoing conditions will be without restriction as to any number of exercising any rights, receiving notices shares of Common Stock held by SRI or taking any action under Section 1transferred to the SRI Employee.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, Affiliate, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdmember, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, retired member or member stockholder of a Holder, provided (ii) is a Holder’s family member or trust for the benefit of an individual Holder, or (iii), after such assignment or transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 2.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Notwithstanding the foregoing, the right of a Holder to demand the registration of Restricted Securities pursuant to Section 2.1(a) may only be transferred to clause (i) or (ii) of the preceding sentence. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who are partners is a Holder’s Immediate Family Member, or retired partners (iv) that is a trust for the benefit of an individual Holder or such partnership (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Exhibit may be assigned (but only with all related obligations) by (a) a Holder that is a partnership, to any partner, retired partner or Affiliated fund of such Holder: , (b) a Holder that is a limited liability company, to any member or former member of such Holder, (c) a Holder who is an individual, to such Holder’s family member or trust for the benefit of such Holder or such Holder’s family member, (d) a Holder that is a corporation to its shareholders in accordance with their interests in the corporation, or (d) to any other Person who immediately after such assignment becomes the Holder of at least 2% of Registrable Securities; provided (in all cases) (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and provided, further, that subject to the terms and conditions of this Agreement; and (iii) such assignment assignments shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For EXHIBIT E FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT July [22], 2020 Q&K International Group Limited Suite 1607, Building A Xx.000 Xxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxxxx, Xxxxxxxx, 000000 People’s Republic of China Ladies and Gentlemen: Whereas, SAIF IV Consumer (BVI) Limited (the purposes “Investor”), is a record owner of determining securities of Q&K International Group Limited (the number “Company”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, which as of the date hereof held 120,000,000 Class A ordinary shares of Registrable the Company, par value US$0.00001 per share (“Ordinary Shares”), and is not (and has not been for at least three months) an “affiliate” (as such term is defined under Rule 144 promulgated under the Securities Act of 1933) of the Company. To induce the Investor to enter into this letter agreement (this “Lock-Up Agreement”), the Company hereby acknowledges its obligation to assist and facilitate the conversion of the Ordinary Shares held by a transferee the Investor into American depositary shares (the “ADSs”), each representing thirty (30) Ordinary Shares, and hereby undertakes to do, or assigneecause to be done, all such acts and things, and execute and deliver, or cause to be executed and delivered, all such certificates, instructions and other documents, in order to effect the issuance of ADSs (free of any restrictive legend) no later than July [29], 2020 against deposit of the Ordinary Shares held by the Investor with The Bank of New York Mellon, as depositary (the “Depositary”). In consideration of the foregoing and the mutual promises, covenants and agreements of the parties contained herein, the holdings Investor hereby agrees that, without the prior written consent of transferees the Company, it will not, during the period commencing on the date on which all of the Ordinary Shares held by the Investor are converted into ADSs (such ADSs, the “Lock-Up Securities”) and assignees ending at the earlier of (x) the Mandatory Conversion Date (as defined in section 3(b) of the convertible note to be issued by the Company on or about July [29], 2020 or (y) March 31, 2021 (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale, or otherwise transfer or dispose of, directly or indirectly, any Lock-Up Securities, by the Investor or any other securities so owned convertible into or exercisable or exchangeable for the Lock-Up Securities or publicly disclose the intention to do any of the foregoing, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities or such other securities, in cash or otherwise, or (3) publicly disclose the intention to do any of the foregoing. The foregoing restrictions are expressly agreed to preclude the Investor from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Investor’s Lock-Up Securities even if such sale or disposition would be conducted by someone other than the Investor. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Investor’s Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from the Investor’s Lock-Up Securities. Each party hereto represents and warrants that it has full power and authority to enter into this Lock-up Agreement. All authority herein conferred or agreed to be conferred and any obligations of a partnership who are partners party shall be binding upon the successors, assigns, heirs or retired partners personal representatives of such partnership (including spouses party. This Lock-up Agreement and ancestorsany claim, lineal descendants and siblings of such partners controversy or spouses who acquire Registrable Securities by gift, will dispute arising under or intestate succession) related to this Lock-up Agreement shall be aggregated together governed by and construed in accordance with the partnership; provided that all assignees internal laws of the State of New York, without regard to the conflict of laws principles thereof. Very truly yours, SAIF IV Consumer (BVI) Limited Name: Title: The Company hereby accepts and transferees who would not qualify individually for assignment of registration rights shall have a single attorneyagrees to this Lock-in-fact for Up Agreement on the purpose of exercising any rights, receiving notices or taking any action under Section 1.date first written above. Q&K International Group Limited Name: Title:

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 9 may be assigned (but only with all the related obligations) by a Holder: Purchaser, provided (i) each transfer to a each transferee or assignee who holds or would holddesignee involves either (X) all Registrable Securities held by such Purchaser, after giving effect to the transfer, at least one hundred fifty (Y) not less than twenty-five thousand (150,00025,000) shares of such securities; Preferred Stock or Registrable Securities, or (iiZ) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee an Affiliate or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) general or limited partner or member of a Holder and who holds such Purchaser or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, any Affiliate (as defined under Rule 405 pursuant to or a spouse, ancestor, lineal descendant or sibling of any of the Actforegoing who acquires such Registrable Securities by gift, will or intestate succession), (ii) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee, (iii) such transferee or assignee agrees in writing to assume the obligations of this Section 9 and the securities with respect to which such registration rights are being assigned; and provided, further, that (iv) such assignment shall be effective only if immediately following such transfer the further disposition of such securities shares by the transferee or assignee is restricted under the Securities Act (for purposes of this statement, if the transferee, together with all Affiliated persons is able to sell all of the Restricted Securities held by such transferee pursuant to Rule 144(b)(1) without volume or other restrictions during any and all three-month periods then further disposition will not be deemed to be restricted under the Securities Act). For the All shares or Registrable Securities transferred by Affiliated persons shall be aggregated together for purposes of determining the number availability of shares any rights in this Section 9. If a person becomes an assignee of any Registrable Securities, including in connection with a distribution of Registrable Securities held by a transferee holder of Registrable Securities to its partners or assigneemembers, after a Registration Statement becomes effective under the Securities Act, the holdings Company shall, as promptly as is reasonably practicable following delivery of transferees and assignees of a partnership who are partners or retired partners written notice to the Company of such partnership assignment requesting that such assignee be included as a selling securityholder in the prospectus related to such Registration Statement, and in any event within thirty (including spouses 30) days after such date, file a supplement to the related prospectus or a post-effective amendment to the Registration Statement and ancestors, lineal descendants any other required documents with the SEC so that such assignee is named as a selling securityholder in the Registration Statement and siblings the related prospectus in such a manner as to permit such assignee to deliver a prospectus to purchasers of such partners or spouses who acquire the Registrable Securities by gift, will or intestate succession) shall be aggregated together and in accordance with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1applicable law.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds (a) of at least 10% of the transferring Holder’s aggregate Registrable Securities originally obtained from the Company (or would holdif the transferring Holder then owns less than 10% of such originally acquired securities, then all remaining Registrable Securities then held by the transferring Holder), or an assignee who, after giving effect to the transfersuch assignment, holds at least one hundred fifty thousand 2% of the then outstanding Registrable Securities, (150,000b) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate limited partner, retired partner, member, retired member or holder of capital stock of a Holder, (c) that is an affiliated person, fund or entity of the Holder, which means (i) an entity or trust controlling, controlled by, or under common control with, or for the benefit of, a Holder or an Immediate Family Member (as defined under Rule 405 pursuant to the Actbelow) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (Aii) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, with respect to a transferee or assignee of such securities Holder that is a current limited liability company, limited partnership, limited liability partnership or former constituent partnerother similar entity, any Affiliate of such Holder (as defined under Rule 405 pursuant to the Actsuch a person, fund or entity identified in clauses (i) or member of (ii), an “Affiliated Fund”), or (d) who is a Holder’s ancestor, descendant, spouse or sibling (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (i) a partnership who are partners or retired partners of such partnership or (ii) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or would holdstockholder of a Holder, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPOthat is an Affiliated Fund, and with the Company's prior written consent(iii) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which consent term shall not be unreasonably withheldinclude adoptive relationships), to a transferee or assignee of such securities (iv) that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Article 3 (including the rights to cause the Company to include for sale Registrable Securities under an existing registration statement under Section 1 3.4) may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares holder of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Registrable Securities to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand (50,000) 100,000 shares of such securities; or Registrable Securities (B) all of such securities then held by such transferee; subject to appropriate adjustment for stock splits, stock dividends, combinations and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holderother recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if (i) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and (ii) the transferee or assignee shall acknowledge in writing that the transferred or assigned Registrable Securities shall remain subject to this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1this Article 3.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand 500,000 shares of such securities (150,000subject to adjustment for stock splits, stock dividends, reclassification or the like) (or if the transferring Holder owns less than 500,000 shares of such securities; , then all Registrable Securities held by the transferring Holder), (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member stockholder of a Holder and who holds or would holdHolder, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOthat is an Affiliated Fund, to (iv) who is a transferee Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or assignee of sister-in-law (such securities a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a such Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement, as if an original party hereto, and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee (i) who holds or would hold, after giving effect to the transfertransfer or assignment is a Major Investor, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member stockholder of a Holder and who holds or would holdHolder, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOthat is an Affiliated Fund, to (iv) who is a transferee Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or assignee of sister-in-law (such securities a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a such Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty one hundred thousand (50,000100,000) shares of such securities; the Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations and the like) held by the transferor or (B) all assignor of such securities then held by immediately prior to such transferee; and transfer, provided: (iiia) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.15 below; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act; and (d) such transfer or assignment shall not be effective if it is made to a competitor of the Company as determined by the Company in its sole discretion. For Notwithstanding the purposes of determining the number of shares of Registrable Securities held by a transferee or assigneeforegoing, the holdings of (i) transfers to transferees and assignees of a partnership or limited liability company who are partners or members or retired partners or members of such partnership or limited liability company (including spouses and ancestors, lineal descendants and siblings of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession), (ii) transfers to an affiliated fund, partnership, entity or shareholder of any Investor shall not be aggregated together and with subject to the partnership; minimum shareholding requirement set forth above, provided that all such assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Company to register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holderportion of the Shares, the Warrants or the Registrable Securities if: (i) to a the Holder agrees in writing with the transferee or assignee who holds or would holdto assign such rights, after giving effect and a copy of such agreement is furnished to the transferCompany within a reasonable time after such assignment, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer 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; and provided, further, that such assignment shall be effective only if immediately (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the ActSecurities 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. For The rights to assignment shall apply to the purposes Holders (and to subsequent) successors and assigns. The Company may require, as a condition of determining the number allowing such assignment in connection with a transfer of shares of Shares, Warrants or Registrable Securities held by (i) that the Holder or transferee of all or a transferee or assigneeportion of the Shares, the holdings of transferees and assignees of a partnership who are partners Warrants or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire the Registrable Securities by giftas the case may be, will furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or intestate successiontransferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) shall that the transferee be aggregated together and with an "accredited investor" as defined in Rule 501(a) promulgated under the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1Securities Act.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: Preferred Holder to (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) 50,000 shares of such securities; or , (Bii) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of all of such securities that is Registrable Securities held by such transferring holder, if less than 50,000 shares, (iii) a current or former constituent general partner, Affiliate limited partner, retired partner, member or retired member, affiliate, parent or majority-owned subsidiary of the transferee or (as defined under Rule 405 pursuant iv) in the case of the Wellcome Trust Limited, any successor trustee of the Wellcome Trust or additional trustee or trustees of the Wellcome Trust from time to time, or any company whose shares are all held directly or indirectly by the Act) Wellcome Trust, or member any nominee or custodian of a Holder, any such person; provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would holdtransferee, after giving effect to the transfermember, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee retired member or assignee of such securities that (i) is a current or former constituent subsidiary, Affiliate, parent, partner, Affiliate limited partner, retired partner or stockholder of a Holder, (as defined under Rule 405 pursuant to the Actii) is a Holder’s immediate family member (parent, step-parent, spouse, registered domestic partner, child or step-child) or member trust for the benefit of a Holder and who holds an individual Holder, or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOsuch assignment or transfer, holds at least two hundred fifty thousand (250,000) shares of Registrable Securities (subject to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate appropriate adjustment for recapitalizations) provided: (as defined under Rule 405 pursuant to the Acta) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing, a copy of which writing is provided to the Company at the time of transfer, to be bound by and providedsubject to the terms and conditions of this Agreement, furtherincluding without limitation the provisions of Section 2.12, that below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees transferee and assignees assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Holder; (ii) that is otherwise an Affiliate of the Holder, (iii) who are partners is a family member of a Holder, or retired partners (iv) that is a trust for the benefit of an individual Holder or such partnership (including spouses and ancestorsHolder’s family member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights right to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds (or would holdaffiliated group of transferees or assignees) who, after giving effect to the such assignment or transfer, holds at least one hundred fifty thousand (150,000) 250,000 shares of such securitiesRegistrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations); provided, however, that, notwithstanding the foregoing, the right to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) to (i) any partner or retired partner of any Holder which is a partnership, (ii) prior to any family member or trust for the Company's Qualified IPObenefit of any individual Holder or family member, and with the Company's prior written consent(iii) any affiliated investment fund, (iv) any member of any Holder which consent shall not be unreasonably withheldis a limited liability company, to a transferee or assignee (v) any stockholder or affiliate of such securities any Holder that is a current or former constituent partnercorporation; provided, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdfurther, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act; provided, further, that CancerVax Research Foundation may transfer its Registrable Securities and assign the right to cause the Company to register such Registrable Securities to any tax-exempt, public charitable organization in order to comply with the minimum distribution requirements for private foundations under 26 U.S.C. Section 4942. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership partnership, a limited liability company who are members of such limited liability company, a corporation who are stockholders and affiliates of such corporation (including including, in each case, spouses and ancestors, lineal descendants and siblings of such partners partners, members, affiliates and stockholders or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership, limited liability company or corporation, as applicable; provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving any notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Covered Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) an Investor to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand 1,000,000 shares of such securities (150,000subject to adjustment for stock splits, stock dividends, reclassification or the like) (or if the transferring Investor owns less than 1,000,000 shares of such securities; , then all Covered Securities held by the transferring Investor), (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member stockholder of a Holder and who holds or would holdan Investor, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOthat is an Affiliated Fund, to (iv) who is an Investor’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a transferee relation, an Investor’s “Immediate Family Member”, which term shall include adoptive relationships), or assignee of such securities (v) that is a current trust for the benefit of an individual Investor or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holdersuch Investor’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Covered Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Covered Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Article I may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand 500,000 Registrable Securities (150,000) shares of such securitiessubject to adjustment for stock splits, reverse stock splits, stock dividends and other similar transactions); (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, Affiliate, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member stockholder of a Holder and who holds Holder; (iii) that is an Affiliated Fund; (iv) that is a family member of, or would holda trust for the benefit of, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securitiesHolder; or (Bv) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 currently has rights pursuant to the Act) or member Article I of a Holderthis Agreement; provided, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings immediate family members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices partnership or taking any action under Section 1limited liability company.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, Affiliate, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdmember, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, retired member or member stockholder of a Holder, provided or (ii) is a Holder’s family member or trust for the benefit of an individual Holder, provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 2.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or 10 assignee, the holdings of transferees and assignees transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who are partners is a Holder’s Immediate Family Member, or retired partners (iv) that is a trust for the benefit of an individual Holder or such partnership (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or would holdstockholder of a Holder, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Companythat is an affiliated fund, (iii) who is a Holder's Qualified IPOchild, and with the Companystepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder's prior written consent"Immediate Family Member", which consent term shall not be unreasonably withheldinclude adoptive relationships), to a transferee or assignee of such securities (iv) that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the CompanyHolder's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a HolderImmediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by (a) a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is who, after such assignment or transfer, holds at least 50,000 of the shares of Registrable Securities (subject to appropriate adjustment for any stock splits, dividends, consolidations, combinations, subdivisions, reclassifications and the like effected after the date hereof (“Recapitalizations”) and other recapitalizations and including for purposes of such calculation the shares of Common Stock then issuable upon conversion of Preferred Stock) or (b) a current Holder to its shareholders, partners, members, former partners or former constituent partnermembers (or their estates), Affiliate subsidiaries or affiliates; provided that: (as defined under Rule 405 pursuant to the Acti) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and provided, further, that subject to the terms and conditions of this Agreement; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership or limited liability company who are partners or retired partners of such partnership or members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such partners or members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company, as the case may be; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder only to (a) a transferee or assignee of at least 40,000 shares of such securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, recapitalizations and the like), or all of such transferring Holder: ’s securities, if less, (ib) to a transferee or assignee who holds is a partner, retired partner or would holdaffiliated fund of a Holder that is a partnership or a member or former member of a Holder that is a limited liability company, after giving effect to the transfer, at least one hundred fifty thousand (150,000c) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee who is a “family member” (defined for purposes of this Section 1.12 as a spouse, ancestor, lineal descendant or sibling) of such securities that is Holder or a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfertrust, the lesser sole beneficiaries of (A) at least fifty thousand (50,000) shares which are the Holder and/or family members of such securities; or Holder, (Bd) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee who is an affiliate of such securities that is Holder within the meaning of Rule 501(b) under the Securities Act or (e) any third party approved by the Company’s Board of Directors (a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder“Permitted Transferee”), provided that the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee Permitted Transferee and the securities with respect to which such registration rights are being assigned; and provided, provided further, that such assignment shall be effective only if (a) the Permitted Transferee agrees in writing to be bound by the obligations of a Holder under this Agreement, including without limitation the provisions of Section 1.14 below, and (b) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of All shares of Registrable Securities held beneficially owned by a transferee affiliated entities or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) persons shall be aggregated together for purposes of determining whether a transferee or assignee is a Permitted Transferee. As a condition of such aggregation, holders of a majority of the shares of the aggregating persons and with entities shall designate in writing from time to time one representative for all aggregating persons and entities, and the partnership; provided that all assignees Company shall be entitled to definitively rely upon the authority of such representative and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1or omission of such representative in exercising or failing to exercise the rights hereunder.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities who (i) either acquires all of the Registrable Securities previously held by such Holder or, after such assignment or transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), the Holder retaining such registration rights with respect to the balance of such Holder's shares, (ii) is a partnership or partner that is affiliated with the transferring Holder that is also a partnership, (iii) a corporation that is a current majority-owned subsidiary of the transferring Holder or controls, is controlled by or is under common control with the transferring Holder, (iv) is a limited liability company or member or former constituent partner, Affiliate (as defined under Rule 405 pursuant to member affiliated with the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current limited liability company, or former constituent partner(v) is a party who controls, Affiliate is controlled by or is under common control with the transferring Holder; provided (as defined under Rule 405 pursuant to the Acta) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The All or any portion of the rights under this Agreement shall be automatically assignable by each Investor to cause any transferee or assignee (as the --------------------------------- Company to register case may be) of all or any portion of such Investor’s Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a HolderSecurities, Common Warrants or Preferred Warrants if: (i) to a such Investor agrees in writing with such transferee or assignee who holds (as the case may be) to assign all or would holdany portion of such rights, after giving effect and a copy of such agreement is furnished to the transfer, at least one hundred fifty thousand Company within a reasonable time after such transfer or assignment (150,000) shares of such securitiesas the case may be); (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer or assignment (as the case may be), furnished with written notice of (a) the name and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being assignedtransferred or assigned (as the case may be); and provided, further, that such assignment shall be effective only if (iii) immediately following such transfer or assignment (as the case may be) the further disposition of such securities by the such transferee or assignee (as the case may be) is restricted under the Act1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, the Certificate of Designations, the Common Warrants and the Preferred Warrants (as the case may be); and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance with all applicable federal and state securities laws. For the purposes of determining the number of shares The Investors shall require any transferee of Registrable Securities held by which are to be included in a transferee Registration Statement to agree to the provisions of this Section 9 and the Company shall not be required to include any Person’s Preferred Shares or assigneeConversion Shares who holds Registrable Securities, the holdings of transferees and assignees of a partnership but who are partners or retired partners of such partnership (including spouses and ancestorswas not an original Investor and/or signatory to this Agreement, lineal descendants and siblings of such partners or spouses in any Registration Statement, who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and has not complied with the partnership; provided that all assignees and transferees who would not qualify individually for assignment terms of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 19.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that is: (a) the estate of such Holder: , or the spouse, siblings or lineal descendants of such Holder, or such Holder's spouse's siblings or lineal descendants or trusts for the benefit of any of the foregoing; (b) a stockholder, partner, retired partner who retires after the date hereof, limited partner, retired limited partner who retires after the date hereof, member, or retired member who retires after the date hereof of such Holder; (c) a corporation, partnership, limited liability company, joint venture, trust or individual who or which, directly or indirectly through one or more intermediaries, is controlled by or under common control with such Holder or which controls, directly or indirectly through one or more intermediaries, such Holder; (d) a trust for the benefit of, or partnership, corporation, limited liability company or other entity owned or controlled by, any of the foregoing; or (e) any other transferee of all, but not less than all, of such Holder's Registrable Securities; provided, however, (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company istransferor shall, within a reasonable time ten (10) days after such transfer, furnished with furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; assigned and provided(ii) such transferee shall agree to become a party to and be subject to all restrictions set forth in this Agreement. For purposes of this Section 2.8, furtherthe terms "control", that such assignment shall be effective only if immediately following such transfer "controlled" and "common control with" mean the further disposition of such securities ability, whether by the transferee direct or assignee is restricted under indirect ownership of voting securities or other equity interest, by contract or otherwise, to elect a majority of the Act. For directors of a corporation, to select the purposes of determining the number of shares of Registrable Securities held by a transferee managing or assignee, the holdings of transferees and assignees general partner of a partnership who are partners or retired partners limited partnership, respectively, or otherwise to select a majority of those persons exercising governing authority over an entity. Notwithstanding the foregoing and for the avoidance of doubt, a pledge, collateral assignment or other similar arrangement shall not be restricted under this Agreement in any manner and neither the Holder nor the secured party (or creditor) party to such partnership (including spouses and ancestorspledge, lineal descendants and siblings of such partners collateral assignment or spouses who acquire Registrable Securities by gift, will or intestate succession) other similar arrangement shall be aggregated together and required to comply with the partnership; provided that all assignees and transferees who would not qualify individually for provisions of the immediately preceding proviso in the absence of a foreclosure or other realization of collateral with respect to such pledge, collateral assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1other similar arrangement.

Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors (x) at any time prior to cause the --------------------------------- Company date on which the Secured Bridge Notes are, pursuant to register Article Fifteen of the Bridge Notes Indenture, deemed to have been exchanged for Convertible Secured Notes, to any transferee of all or any portion of such Investor’s Secured Bridge Notes and (y) at any time after the date on which the Secured Bridge Notes are, pursuant to Article Fifteen of the Bridge Notes Indenture, deemed to have been exchanged for Convertible Secured Notes, to any transferee of all or any portion of such Investor’s Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holderif: (i) to a the Investor agrees in writing with the transferee or assignee who holds or would holdto assign such rights, after giving effect and a copy of such agreement is furnished to the transfer, at least one hundred fifty thousand (150,000) shares of Company within a reasonable time after such securitiesassignment; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer 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; and provided, further, that such assignment shall be effective only if (iii) immediately following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Act. For Securities Act and applicable state securities laws; (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this sentence, the number of shares of Registrable Securities held by a transferee or assigneeassignee agrees in writing with the Company to be bound by all of the obligations of an Investor under this Agreement; (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, the holdings of transferees Bridge Notes Indenture, the Convertible Notes Indenture, the Bridge Notes and assignees of a partnership who are partners or retired partners of the Convertible Notes, as applicable; and (vi) such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights transfer shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1been conducted in accordance with all applicable federal and state securities laws.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand ten percent (150,00010%) of the shares originally purchased by such Holder as set forth on Exhibit A (subject to adjustment for stock splits, stock dividends, reclassification or the like) or all of such securities; Holder’s Registrable Securities, if less or (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee that is an Affiliated Person of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securitiesHolder; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time promptly after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The Subject to the prior approval of the Company, at any time prior to the time the Registration Statement was filed with the SEC, the rights under this Agreement shall be assignable by each Lender to cause any transferee of all or any portion of such Lender’s respective portion of the --------------------------------- Company to register Loan together with its Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holderor the Warrant if: (i) to a the Lender agrees in writing with the transferee or assignee who holds or would holdto assign such rights, after giving effect and a copy of such agreement is furnished to the transfer, at least one hundred fifty thousand (150,000) shares of Company within a reasonable time after such securitiesassignment; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer 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; and provided, further, that such assignment shall be effective only if (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Act. For 1933 Act and applicable state securities laws; (iv) at or before the purposes time the Company receives the written notice contemplated by clause (ii) of determining this sentence the number of shares of Registrable Securities held by a transferee or assigneeassignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Loan Agreement and applicable securities laws. Notwithstanding the above, any Holder may assign its right to cause the Company to register Shares pursuant to this Agreement to (i) a Permitted Transferee of all or any part of its Shares, or (ii) an acquirer of no less than twenty percent (20%) of the Holder’s Shares if: (a) the transferor shall, within 14 (fourteen) days after such transfer, furnish the Company with written notice of the name and address of such transferee, the holdings of transferees securities with respect to which such registration rights are being assigned, and assignees of a partnership who are partners the transferee’s written agreement to be bound by this Agreement; (b) immediately following such transfer or retired partners assignment the further disposition of such partnership securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws; and (including spouses and ancestors, lineal descendants and siblings of c) such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) transfer shall be aggregated together and have been made in accordance with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1applicable securities laws.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand million (150,0001,000,000) shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification or the like) (or if the transferring Holder owns less than one million (1,000,000) shares of such securities; , then all Registrable Securities held by the transferring Holder), (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, member, retired member or member stockholder of a Holder, or (iii) that is an Affiliated Fund, provided that the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would holdtransferee, after giving effect to the transfermember, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee retired member or assignee of such securities that (i) is a current or former constituent subsidiary, affiliate, parent, partner, Affiliate limited partner, retired partner or stockholder of a Holder, (as defined under Rule 405 pursuant to the Actii) is a Holder’s immediate family member (spouse or child) or member trust for the benefit of a Holder and who holds an individual Holder, or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOsuch assignment or transfer, holds at least 500,000 shares of Registrable Securities (subject to a transferee or assignee of such securities that is a current or former constituent partnerappropriate adjustment for Recapitalizations), Affiliate provided: (as defined under Rule 405 pursuant to the Acta) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing, a copy of which writing is provided to the Company at the time of transfer, to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (a) of at least one hundred fifty thousand 2% of the transferring Holder’s aggregate Registrable Securities originally obtained from the Company (150,000) shares or if the transferring Holder then owns less than 2% of such originally acquired securities; , then all remaining Registrable Securities then held by the transferring Holder), (iib) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member holder of capital stock of a Holder and Holder, (c) that is an affiliated fund or entity of the Holder, which means with respect to a limited liability company, a limited liability partnership or other entity, a fund or entity managed by the same manager or managing member or general partner or management company or investment adviser or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company or investment adviser (such a fund or entity, an “Affiliated Fund”), (d) who holds is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or would holdsister-in-law (such a relation, after giving effect to the transfera Holder’s “Immediate Family Member”, the lesser of (A) at least fifty thousand (50,000) shares of such securities; which term shall include adoptive relationships), or (Be) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a such Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (i) a partnership who are partners or retired partners of such partnership or (ii) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of holds (Ai) at least fifty thousand one percent (50,0001%) shares of such securities; the Registrable Securities then outstanding (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), or (Bii) all of the shares of Registrable Securities initially issued to such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership corporation who are partners subsidiaries or retired partners parents of such partnership (including spouses corporation and ancestorsany corporation or entity that is within the meaning of the Securities Act, lineal descendants and siblings of controlling, controlled by, or under common control with, such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) assigning corporation shall be aggregated together and with the partnershipcorporation; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder, provided: (ia) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and provided, further, that subject to the terms and conditions of this Agreement; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For Act and the purposes Purchase Agreement; and (d) the Company gives its prior written consent, such consent not to be unreasonably withheld provided, however, that no consent shall be required for the transfer of determining such rights as follows: (i) by BET Associates L.P. to Xxxxx Xxxx, Xxxxxxx Xxxxxxxxxx, any entity where a majority of the number of shares of Registrable Securities capital stock or other equity interest is held by a transferee either Mr. Toll or assigneeXx. Xxxxxxxxxx, the holdings irrespective heirs, and any trust formed for the benefit of transferees their heirs; (ii) by Brookwood New World Investors LLC to (A) its members, (B) the members of its managing member, and assignees of a partnership who are (C) the members, partners or retired partners shareholders of such partnership any of the managing member's members, which, as to clause (including spouses C), shall not exceed 20 transferees; and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities (iii) by gift, any Xxxxxxx Xxxxx & Co. entity. The Company agrees that it will or intestate succession) shall be aggregated together and with consent to assignments to trusts created by the partnership; provided that all assignees and transferees who would Stockholder for estate planning purposes. The Company is not qualify individually for assignment required to consent to any transfer of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action to securities which are then saleable under Section 1Rule 144.

Assignment of Registration Rights. The Executive’s rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 9 may be assigned in connection with the transfer of Stock held by Executive to: (but only with all related obligationsa) by a Holderany trust the beneficiaries of which are: (i) to a transferee or assignee who holds or would holdExecutive, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to his spouse, (iii) members of his immediate family or his lineal descendants (including, without limitation, adopted children), or (iv) persons for whom Executive has been appointed as legal guardian or conservator; (b) Executive’s spouse, members of his immediate family, his lineal descendants (including, without limitation, adopted children), or persons for whom Executive has been appointed as legal guardian or conservator; (c) any corporation, partnership, limited liability company or other entity in which: (i) all of the Company's Qualified IPOoutstanding capital stock or ownership interest of which is owned by (A) Executive, (B) his spouse, (C) members of his immediate family or his lineal descendants (including, without limitation, adopted children), or (D) persons for whom Executive has been appointed as legal guardian or conservator, and with (ii) by contract, operation of law or other arrangement no shares or other ownership interest in the Company's prior written consent, which consent shall transferee entity can legally be transferred to any person or entity not be unreasonably withheld, identified in clauses (a) or (b) above or this clause (c); (d) any transferee of Stock held by Executive pursuant to a will or the laws of descent and distribution of the state or country of Executive’s domicile at the time of death; or (e) any other transferee or assignee of such securities that is a current upon the transfer or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member assignment of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) securities representing at least fifty thousand (50,000) 10 percent of the total number of shares of such securitiesStock outstanding; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOprovided, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after any such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, provided further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 7 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all an amount of such securities then held representing not less than the greater of (i) 25,000 shares of Series A, Series B or Series C Preferred Stock (or Common Stock issuable upon the conversion thereof) or (ii) 15% of the shares of Series A, Series B or Series C Preferred Stock (or the Common Stock issued upon conversion thereof) purchased hereunder by such transfereeHolder (or the Common Stock issued upon conversion thereof); and (iii) after the Company's Qualified IPOprovided, to a transferee or assignee of such securities in each case, that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assignedassigned and the Company's Board of Directors approves such transfer, which approval shall not be unreasonably withheld; and provided, further, that no such assignment shall be effective only if immediately following such transfer the Company's shares are publicly traded and the further disposition of such securities by the transferee or assignee is not restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 17.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (a) of at least one hundred fifty thousand two percent (150,0002%) shares of such securities; the Registrable Securities (iisubject to adjustment for stock splits, stock dividends, reclassification or the like), (b) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, member, retired member or member stockholder of a Holder, (c) that is an Affiliated Fund or any other affiliate of such Holder, (d) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member,” which term shall include adoptive relationships), or (e) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member; provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer transfer, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (i) a partnership who are partners or retired partners of such partnership or (ii) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company LogicVision to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder: any Holder (i) to who transfers Registrable Securities with a transferee or assignee who holds or would hold, after giving effect value (based on the closing price of the Common Stock as of the trading day immediately prior to the date of transfer, ) of at least one hundred fifty thousand (150,000) $250,000 or, if less, all of his, her or its shares of such securities; Registrable Securities or (ii) prior to in a transfer that does not require the Company's Qualified IPOamendment or supplement of the Registration Statement and prospectus; provided, and with the Company's prior written consentin each case, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company LogicVision is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Notwithstanding the foregoing, a Holder that is a partnership may assign its rights hereunder to its partners in connection with a distribution of Registrable Securities to such partners without limitation on the amount of Registrable Securities being transferred. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 18.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would holdtransferee, after giving effect to the transfermember, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee retired member or assignee of such securities that (i) is a current or former constituent subsidiary, affiliate, parent, partner, Affiliate limited partner, retired partner, member, retired member, or stockholder of a Holder, (as defined under Rule 405 pursuant to the Actii) is a Holder’s immediate family member (spouse or child) or member trust for the benefit of a Holder and who holds an individual Holder, or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after such assignment or transfer, holds at least 500 shares of Registrable Securities (subject to appropriate adjustment for any stock dividends, combinations, splits, recapitalizations and the Company's Qualified IPOlike with respect to such shares), to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate provided: (as defined under Rule 405 pursuant to the Acta) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership, and the holdings of transferees and assignees of a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: Holder to (i) to any limited partner, general partner, or former partner of a transferee or assignee who holds or would holdHolder which is a partnership, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to any spouse, ancestor, lineal descendant or sibling of a Holder who is an individual, (iii) any trust for the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to benefit of a transferee or assignee of such securities that is a current or former constituent partnersecurities, Affiliate (as defined under Rule 405 pursuant to the Activ) or member of a Holder and any transferee who holds or would hold, after giving effect to the transfer, the lesser of (A) acquires at least fifty thousand Fifty Thousand (50,000) shares of such securities; or Registrable Securities (Bsubject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), (v) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current any member or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a HolderHolder which is a limited liability company, provided provided: (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.15 below; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired former partners of such partnership and members or former members of a Holder which is a limited liability company (including spouses and spouses, ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company, as applicable; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Article III may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of holds (Ai) at least fifty thousand 1% of the Registrable Securities then outstanding (50,000) shares of such securities; subject to appropriate adjustment for stock splits, stock dividends, combinations, other recapitalizations and similar events), or (Bii) all of the shares of Registrable Securities initially issued to such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company isPROVIDED that, within a reasonable time after such transfer, the Company is furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and providedPROVIDED, furtherFURTHER, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and/or not otherwise eligible for sale under Rule 144(k) of the Securities Act or similar exemption. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants descendants, and siblings of such partners or spouses who acquire Registrable Securities by gift, will will, or intestate succession) shall be aggregated together and with the partnership; provided PROVIDED that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under Section 1this Article III.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, Affiliate, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) member, limited partner, retired partner, retired member or member stockholder of a Holder and who holds Holder, (ii) is a Holder’s family member or would holdtrust for the benefit of an individual Holder, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOsuch assignment or transfer, to a transferee or assignee holds at least five percent (5%) of such securities that is a current or former constituent partnerHolder’s shares of Registrable Securities (subject to appropriate adjustment for stock splits, Affiliate stock dividends, combinations and other recapitalizations), provided: (as defined under Rule 405 pursuant to the Acta) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 2.14 below; (c) such transferee or assignee is not a competitor of the Company; and (d) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who are partners is a Holder’s Immediate Family Member, or retired partners (iv) that is a trust for the benefit of an individual Holder or such partnership (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The Subject to compliance with the other provisions of this Agreement, the rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that securities: (i) if such transferee or assignee was a Holder of Registrable Securities hereunder prior to such transfer, (ii) if such transfer is a current made in connection with the transfer of all Registrable Securities held by the transferor, (iii) if such transferee or former constituent partnerassignee is acquiring not less than 20% percent of the outstanding Registrable Securities, (iv) to any Affiliate (as defined under Rule 405 pursuant to in Regulation D of the Act0000 Xxx) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securitiesHolder or to an affiliated fund or entity of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company (such a fund or entity, an "Affiliated Fund"); or (Bv) all in connection with a distribution by such Holder to any partner, member, former partner, former member, family trust for the benefit of such securities then held by such transferee; and (iii) after Holder or the Company's Qualified IPO, to a transferee or assignee estate of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) partner or member of a Holder, provided in each case that the Company is, within a reasonable time after prior to such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; intended to be transferred and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee assumes in writing the obligations of such Holder under this Agreement and such transfer of any Registrable Securities is restricted lawful under the Actall applicable securities laws. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or Affiliated Funds, or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings immediate family members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand 500,000 shares of such securities (150,000subject to adjustment for stock splits, stock dividends, reclassification or the like) (or if the transferring Holder owns less than 500,000 shares of such securities; , then all Registrable Securities held by the transferring Holder), (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member stockholder of a Holder and who holds or would holdHolder, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOthat is an Affiliated Fund, to (iv) who is a transferee Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or assignee of sister-in-law (such securities a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a such Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement, as if an original party hereto, and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand (150,000) shares 66% of such securities; the Registrable Securities originally acquired by the transferring Investor, (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member stockholder of a Holder and who holds or would holdHolder, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOthat is an Affiliated Fund, to (iv) who is a transferee Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or assignee of sister-in-law (such securities a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a such Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty forty thousand (50,00040,000) shares of such securities; or Registrable Securities (Bsubject to appropriate adjustment for any Recapitalization), and provided: (a) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.13 below; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act; and (d) MMC may assign such registration rights to an affiliate or affiliates of MMC notwithstanding the minimum number of shares otherwise required hereby. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned or transferred (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000i) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) general partner, retired partner, member, retired member or member stockholder of a Holder, (ii) that is an Affiliated Fund, (iii) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), (iv) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member or (v) who, after such transfer or assignment, holds at least 50,000 shares of Registrable Securities (subject to adjustment for stock splits, stock dividends, reclassification or the like with respect to such shares); provided further the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned assigned, in whole or in part (but only with all related obligations) ), by a Holder: the Holder to (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) 250,000 shares of such securities; securities (subject to adjustment for stock splits, stock dividends, reclassification, combinations, dilutive issuances, deemed issuances or the like), (Bii) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of all of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to Registrable Securities held the Act) or member of a Holder, if less than 250,000 shares (subject to adjustment for stock splits, stock dividends, reclassification, combinations, dilutive issuances, deemed issuances or the like); provided the Company is, within a reasonable time after prior to such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and, after such time as the Company has amended the Investors’ Rights Agreement to provide that such transferee or assignee shall be treated as a “holder” for all purposes under the Investors’ Rights Agreement, such transferee or assignee agrees (x) to be bound by the Investors’ Rights Agreement and the Right of First Refusal Agreement (if then in effect), in each case dated as of August 31, 2009, by and among the Company and certain stockholders of the Company and (y) that its rights to cause the Company to register Registrable Securities will be governed by Section 1 of the Investors’ Rights Agreement in lieu of its rights hereunder; provided, further that so long as the Company has not amended the Investors’ Rights Agreement to include such transferee or assignee thereunder, such assignment shall be automatically effective and such transferee or assignee shall maintain its rights as a “Holder” for all purposes hereunder. The Company shall use its commercially reasonable efforts to cause the Investors’ Rights Agreement to be amended in order to allow any such transferee or assignee to be treated as a “holder” for all purposes thereunder. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings immediate family members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) or Affiliates (as defined in the Arrangement Agreement) of such members or retired members shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand 350,000 shares of such securities (150,000subject to adjustment for stock splits, stock dividends, reclassifications or the like) or if the transferring Holder owns less than 350,000 shares of such securities; , then all Registrable Securities held by the transferring Holder, (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member stockholder of a Holder and who holds or would holdHolder, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOthat is an Affiliated Fund, to (iv) who is a transferee Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or assignee of sister-in-law (such securities a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a such Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Company to register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holderportion of the Preferred Stock, the Warrants or the Registrable Securities if: (i) to a the Holder agrees in writing with the transferee or assignee who holds or would holdto assign such rights, after giving effect and a copy of such agreement is furnished to the transferCompany within a reasonable time after such assignment, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer 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; and provided, further, that such assignment shall be effective only if immediately (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the ActSecurities 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 7(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. For The rights to assignment shall apply to the purposes Holders (and to subsequent) successors and assigns. The Company may require, as a condition of determining the number allowing such assignment in connection with a transfer of shares of Preferred Stock, Warrants or Registrable Securities held by (i) that the Holder or transferee of all or a transferee or assigneeportion of the Preferred Stock, the holdings of transferees and assignees of a partnership who are partners Warrants or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire the Registrable Securities by giftas the case may be, will furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or intestate successiontransferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) shall that the transferee be aggregated together and with an "accredited investor" as defined in Rule 501(a) promulgated under the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1Securities Act.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand (50,000) 750,000 shares of such securities; or Registrable Securities (Bsubject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (a) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) or of an LLC who are members of such LLC shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: Holder (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares an affiliate of such securities; Holder or (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand (50,000) 500,000 shares of such securities; or Registrable Securities (B) all of such securities then held by such transferee; subject to appropriate adjustment for stock splits, stock dividends, combinations and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holderother recapitalizations), provided in each case that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights (a) Subject to the terms and conditions of the Agreement, and the Debentures, the right to cause the --------------------------------- Company Borrower to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder: (i) Holder to a any transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to provided that said transferee or assignee is a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand ten percent (50,00010%) shares of such securities; or (B) all of such securities then held by such transferee; the Registrable Securities and (iii) after provided that the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company Borrower is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being -------------------------------------------------------------------------------- 27 28 Agreement (continued) -------------------------------------------------------------------------------- assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act. For ; it being the purposes of determining the number of shares of intention that so long as Holder holds any Registrable Securities held by a hereunder, either Holder or its transferee or assigneeassignee of at least ten percent may exercise the demand right to registration and piggy-back registration rights hereunder. Other than as set forth above, the holdings parties hereto hereby agree that the registration rights hereunder shall not be transferable or assigned and any contemplated transfer or assignment in contravention of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) this Agreement shall be aggregated together deemed null and with the partnership; provided that all assignees void and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1no effect whatsoever.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities Registrable Securities that (i) is a current or former constituent subsidiary, Affiliate, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdmember, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, retired member or member stockholder of a Holder, or (ii) is a Holder’s family member or trust for the benefit of an individual Holder, provided that any such assignment shall be contingent upon: (a) the Company isCompany, within a reasonable time after such transfer, being furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agreeing in writing to be bound by and provided, further, that subject to the terms and conditions of this Agreement; and (c) such assignment shall Registrable Securities continuing to be effective only if immediately Registrable Securities hereunder following such the transfer the further disposition of such securities by the to such transferee or assignee is restricted under the Actassignee. For the purposes of determining the number of shares of Registrable Securities held by a transferee or an assignee, the holdings of transferees and assignees a transferee or an assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Holder; (ii) that is an Affiliate of the Holder, (iii) who are partners is a Holder’s Immediate Family Member, or retired partners (iv) that is a trust for the benefit of an individual Holder or such partnership (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by (a) a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand (50,000) 250,000 shares of such securities; Holder’s Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations and including for purposes of such calculation the shares of Common Stock then issuable upon conversion of Preferred Stock), (b) any Holder who transfers all of its Registrable Securities, or (Bc) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOa Holder to its shareholders, to a transferee or assignee of such securities that is a current partners, members, former partners or former constituent partnermembers (or their estates), Affiliate subsidiaries or affiliates; provided, however: (as defined under Rule 405 pursuant to the Acti) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and provided, further, that subject to the terms and conditions of this Agreement; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership or limited liability company who are partners or retired partners of such partnership or members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such partners or members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company, as the case may be; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The registration rights of any Holder under this Agreement with respect to cause the --------------------------------- Company to register any Registrable Securities pursuant to this Section 1 may be assigned to any Person who acquires such Registrable Securities; provided that (but only A) such Person is an Affiliate of the Holder, (B) if the Holder is a partnership, such Person is a liquidating trust for the benefit of its partners or such Person is a partner thereof or a former partner with all related obligationsa continuing economic interest therein in accordance with partnership interests or the estate of any such partner thereof or former partner, (C) by if the Holder is a limited liability company, such Person is a member thereof or former member thereof with a containing economic interest therein in accordance with their interest in the limited liability company, (D) if the Holder is a corporation, such Person is its majority owned subsidiary or (E) if the Holder is an individual, such Person is the Holder: 's family member or trust for the benefit of such Holder or his or her family members or an entity whose equity owners consist solely of Holder and his or her family members. Upon any such permitted assignment (i) to a transferee the Holder shall give Parent written notice at or assignee who holds or would hold, after giving effect prior to the transfer, at least one hundred fifty thousand (150,000) shares time of such securitiesassignment stating the name and address of the assignee and identifying the shares with respect to which the rights under this Agreement are being assigned; (ii) prior such assignee shall agree in writing, in form and substance reasonably satisfactory to Parent, to be bound to the Company's Qualified IPO, same extent and with in the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee same capacity as the Holder by the provisions of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to this Agreement and the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transfereeStockholders Agreement; and (iii) after the Company's Qualified IPOsuch assignee acknowledges, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer assignment, the further disposition of such securities by the transferee or such assignee is may be restricted under the Securities Act. For In connection with any such transfer Parent shall, at the purposes sole cost and expense of determining such permitted transferee, promptly after such assignment take such reasonable actions as shall be reasonably acceptable to the number Holders and such permitted transferee to assure that any registration statements and related prospectuses are available for use by such permitted transferee for sales of the Registrable Securities in respect of which the rights to registration have been so assigned. In addition, if either RFE or DFW Transfers to its partners, members, former partners or members with an economic interest therein or shareholders (or a liquidating trust or trusts for the benefit of the foregoing) in a pro rata or similar distribution in compliance with the limitations, if any, which may then be applicable under Section 3(a) (each a "Distribution Person"), such Distribution Person will be entitled to sell shares of Registrable Securities held pursuant to the Shelf Registration Statement if such Distribution Person has completed and returned to Parent a Notice and Questionnaire and otherwise complies with the obligations of an Electing Holder under this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, neither the right to submit a Piggyback Notice nor the right to submit an Underwriting Notice pursuant to Section 7 may be Transferred by a transferee RFE or assignee, the holdings of transferees and assignees of a partnership who are DFW to their ultimate investor limited partners or retired former limited partners, it being understood that such specific rights of RFE or DFW may only be exercised by RFE, DFW, a fund or other entity which is an Affiliate of RFE or DFW, or a liquidating trust for the limited partners or former limited partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners RFE or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1DFW. Certain Definitions.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, Affiliate, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) member, limited partner, retired partner, retired member or member stockholder of a Holder and who holds Holder, (ii) is a Holder’s family member or would holdtrust for the benefit of an individual Holder, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after such assignment or transfer, holds twenty percent (20%) of the Company's Qualified IPORegistrable Securities held by such Holder immediately prior to such assignment or transfer (subject to appropriate adjustment for stock splits, to a transferee or assignee of such securities that is a current or former constituent partnerstock dividends, Affiliate combinations and other recapitalizations), provided: (as defined under Rule 405 pursuant to the Acta) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 2.14 below; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act; (d) Maven shall not assign its rights pursuant to this Section 2 to any party unless such party is reasonably acceptable to the Board and in no event may Maven assign its rights under this Section 2 to any party that is a competitor of the Company; and (e) a Strategic Investor shall not assign its rights pursuant to this Section 2 to any party unless such party is reasonably acceptable to the Board and in no event may a Strategic Investor assign its rights under this Section 2 to any party that is a competitor of the Company. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who are partners is a Holder’s Immediate Family Member, or retired partners (iv) that is a trust for the benefit of an individual Holder or such partnership (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.2. -15-

Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investor(s) to cause the --------------------------------- Company to register any transferee of all or at least [ * ] shares of such Investor’s Registrable Securities pursuant to this Section 1 may be assigned (but only with or if an Investor shall hold less than [ * ] such shares, then a transfer of all related obligationssuch shares) by a Holderif: (i) to a the Investor agrees in writing with the transferee or assignee who holds or would holdto assign such rights, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares and a copy of such securitiesagreement is furnished to Dynavax within a reasonable time after such assignment; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company Dynavax is, within a reasonable time after such transfertransfer 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; and provided, further, that such assignment shall be effective only if (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Act. For Securities Act and applicable state securities laws; (iv) at or before the purposes time Dynavax receives the written notice contemplated by clause (ii) of determining this sentence the number of shares of Registrable Securities held by a transferee or assignee, assignee agrees in writing with Dynavax to be bound by all of the holdings of transferees provisions contained herein; and assignees (v) (A) in the case of a partnership who are partners or retired partners transfer of Warrant Related Registrable Securities, such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) transfer shall be aggregated together and have been made in accordance with the partnership; provided that all assignees applicable requirements, if any, of the Warrant Purchase Agreement, and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, receiving notices or taking any action under Section 1MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Assignment of Registration Rights. The rights to cause the Incyte to --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Exhibit C may be assigned (but only with all related obligations) by a Holder: any Holder (i) to who transfers Registrable Securities with a transferee or assignee who holds or would hold, after giving effect value (based on the closing price of the Common Stock as of the trading day immediately prior to the date of transfer, ) of at least one hundred fifty thousand (150,000) $250,000 or, if less, all of his, her or its shares of such securities; Registrable Securities or (ii) prior to in a transfer that does not require the Company's Qualified IPOamendment or supplement of the Registration Statement and prospectus; provided, and with the Company's prior written consentin each case, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company Incyte is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Notwithstanding the foregoing, a Holder that is a partnership may assign its rights hereunder to its partners in connection with a distribution of Registrable Securities to such partners without limitation on the amount of Registrable Securities being transferred. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 18.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) Stockholder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand (150,000) shares at least one-third of such securities; the Registrable Securities held by the Stockholder on the date hereof, (ii) prior to the Company's Qualified IPOthat is another Stockholder or is a subsidiary, and with the Company's prior written consentparent, which consent shall not be unreasonably withheldpartner, to limited partner, retired partner, member, stockholder or other affiliate of a transferee or assignee of such securities Stockholder, (iii) that is a current or former constituent partnerAffiliate, Affiliate (as defined under Rule 405 pursuant to the Activ) that is any investment vehicle or member of a Holder vehicles formed and who holds managed by such Stockholder or would holdits affiliates, after giving effect to the transferincluding without limitation, the lesser of (A) at least fifty thousand (50,000) shares any liquidating company trust or other liquidating vehicle or vehicles of such securities; Stockholder or its affiliates, (v) who is a Stockholder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, or is a person sharing a Stockholder’s household (other than a tenant or an employee) (each of such relations a Stockholder’s “Immediate Family Member”, which term shall include adoptive relationships), or (Bvi) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current trust in which an individual Stockholder or former constituent partnersuch Stockholder’s Immediate Family Member have more than fifty percent of the beneficial interest, Affiliate (as defined under Rule 405 pursuant to a foundation in which an individual Stockholder or such Stockholder’s Immediate Family Member controls the Act) management of the assets, or member is any other entity in which an individual Stockholder or such Stockholder’s Immediate Family Member owns more than fifty percent of a Holderthe voting interests, provided provided, the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. Regardless of the foregoing, in the event a Stockholder makes a permitted transfer to a foundation or other entity pursuant to Subsection 2.11(vi), the requirements of this Subsection 2.11 shall apply if such Stockholder or such Stockholder’s Immediate Family desires to transfer control of the assets of such foundation or transfer all or a portion of his, her or its voting interest in such entity so that such Stockholder or such Stockholder’s Immediate Family is no longer the owner of at least fifty percent of such voting interest; and to the extent that an exemption under this Subsection 2.11 is not otherwise available, then the original transfer of rights to such foundation or entity shall be void and ineffective for any purpose and shall not confer on any transferred or purported transferee any rights whatsoever and such rights shall revert back to the Stockholder. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would holdtransferee, after giving effect to the transfermember, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee retired member or assignee of such securities that (i) is a current an affiliate, partner, former partner, limited partner, shareholder, member, or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided (ii) is an entity that owns, directly or indirectly, securities constituting, in the aggregate, 50% or more of the voting power of such Holder, or of which, in the aggregate, 50% or more of the voting power is owned, directly or indirectly, by such Holder, or (iii) after such assignment or transfer, holds at least twenty percent (20%) of Registrable Securities held by the Holder immediately after the date of this Agreement (subject to appropriate adjustment for Recapitalizations), provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing a copy of which writing is provided to the Company at the time of transfer to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.2 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership or of a limited liability company who are members, managers or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such partners partners, members or managers or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershiptogether; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Company to register for resale Registrable Securities pursuant in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to this Section 1 may be assigned (but only with any transferee of such Holder of all related obligations) by or a Holderportion of the Preferred Stock, the Warrants or the Registrable Securities if: (i) to a the Holder agrees in writing with the transferee or assignee who holds or would holdto assign such rights, after giving effect and a copy of such agreement is furnished to the transferCompany within a reasonable time after such assignment, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer 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; and provided, further, that such assignment shall be effective only if immediately (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the ActSecurities 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 7(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 and applicable securities legislation. For The rights to assignment shall apply to the purposes Holders (and to subsequent) successors and assigns. The Company may require, as a condition of determining the number allowing such assignment in connection with a transfer of shares of Preferred Stock, Warrants or Registrable Securities held by (i) that the Holder or transferee of all or a transferee or assigneeportion of the Preferred Stock, the holdings of transferees and assignees of a partnership who are partners Warrants or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire the Registrable Securities by giftas the case may be, will furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or intestate successiontransferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) shall that the transferee be aggregated together and with an "accredited investor" as defined in Rule 501(a) promulgated under the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1Securities Act.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: Holder to (i) to a subsidiary, parent, partner, limited partner, retired partner, or a stockholder of a Holder, or (ii) a transferee or assignee who that after such assignment, holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) 2,000,000 shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate Registrable Securities (as defined under Rule 405 pursuant to adjusted for recapitalizations, stock splits, stock dividends and the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holderlike), provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, (b) that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act; and (c) such transferee or assignee agrees in writing to be bound by and be subject to the terms of this Agreement, including without limitation, the provisions of Section 1.14 below. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Article 4 may be assigned (but only with all related obligationsobligations under this Agreement) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares holder of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Registrable Securities to a transferee or assignee of such securities that (a) who is not engaged in a current or former constituent partner, Affiliate business activity competitive with the Company (as defined under Rule 405 pursuant reasonably determined by the Board) and who after such assignment or transfer, holds at least 50,000 shares of Registrable Securities (subject to the Actappropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) or (b) who is an Affiliate, constituent partner or member of a Holder and who holds (or would hold, after giving effect to the transfer, the lesser of (Aits equivalent) at least fifty thousand (50,000) shares of such securitiesholder; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOprovided, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if (i) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActAct and (ii) the transferee or assignee shall acknowledge in writing that the transferred or assigned Registrable Securities shall remain subject to this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership or members (or their equivalents) or limited liability companies (or their equivalents) (including spouses and ancestors, lineal descendants and siblings of such partners or members (or their equivalents) or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company (or its equivalent); provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1this Article 4. 5. BOARD 5.1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold; PROVIDED, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, the Company is furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and providedPROVIDED, furtherFURTHER, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For Any assignee or transferee asserting rights under this Agreement shall be deemed to have consented to the purposes terms and conditions hereof. Notwithstanding the foregoing, Holders' rights to cause the Company to register their Registrable Securities and to keep information available, granted to them by the Company under this Section 5, may be assigned (or assigned in part and retained in part) to one or more transferees or assignees who either (x) are Affiliates of determining Stockholder or (y) receive Registrable Securities which, upon full exercise and conversion, represent the number of right to obtain at least five hundred thousand (500,000) shares of Registrable Securities held (as adjusted for stock dividends, stock split, recapitalizations and the like that occur after the date of this Agreement), PROVIDED, that (i) the Company is given written notice by such Holder at the time of or within a reasonable time after said transfer or assignment, stating the name and address of said transferee or assigneeassignee and identifying the securities with respect to which such rights are being assigned, and (ii) upon request by the holdings Company, such permitted transferee or assignee executes a counterpart to Section 5 of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1this Agreement.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds in connection with any transfer or would holdassignment of Registrable Securities by the Holder, after giving effect to the transferprovided that (i) such transfer or assignment may otherwise be effected in accordance with applicable securities laws, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a such transferee or assignee acquires at least 250,000 shares of Registrable Securities or, if less, all of the Registrable Securities held by the Holder, (iii) written notice is promptly given to the Company and (iv) such securities transferee or assignee agrees to be bound by the provisions of this Agreement. The foregoing 250,000-share limitation shall not apply, however, to transfers or assignments by a Holder to (a) a partner, member or shareholder of a Holder that is a current partnership, limited liability company or former constituent partnercorporation, Affiliate respectively, (as defined under Rule 405 pursuant to the Actb) a retired partner or member of a Holder and such partnership or limited liability company who holds retires after the date hereof, (c) the estate of any such partner, member or would holdshareholder or (d) an Affiliate of any such Holder, after giving effect to the transfer(e) any spouse, the lesser of (A) at least fifty thousand (50,000) shares parent, child or sibling of such securities; partner, retired member or shareholder or of the Holder, including in-laws and persons related by adoption, or (Bf) all any domestic partner of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined member or shareholder or of the Holder who is covered under Rule 405 pursuant to the Act) or member of a Holderan applicable domestic relations statute, provided that (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and name, address of such transferee or assignee and the securities Registrable Securities with respect to which such registration rights are being assignedtransferred (ii) such transferee is not a competitor of the Company as determined in good faith by the Company’s Board of Directors; and provided, further, that (iii) all such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee transferees or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have agree in writing to appoint a single representative as their attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) 1,000,000 shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and providedPROVIDED, furtherFURTHER, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act, and PROVIDED, FURTHER, that, except for transfers of such shares as a result of distributions to its partners or for estate planning purposes, without the consent of the Board of Directors, the Holder may only assign such rights to a person or entity that is primarily in a financial or investment business until the closing of the Company's initial public offering, PROVIDED FURTHER that after the closing of such initial public offering Holder shall not sell such shares in a private transaction (ie not an open market sale or pursuant to a registration statement) to an entity that, itself or through a subsidiary, is primarily engaged in the business of developing and manufacturing automated instrumentation systems for clinical, research and drug development applications (a "COMPETITOR") unless the Holder holds less than 5% of the outstanding capital stock. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided PROVIDED that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Agreement may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold; provided, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such -------- transfer, the Company is furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, -------- further, that such assignment shall be effective only if immediately following ------- such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For Any assignee or transferee asserting rights under this Agreement shall be deemed to have consented to the purposes terms and conditions hereof. Notwithstanding the foregoing, Holders' rights to cause the Company to register their Registrable Securities and to keep information available, granted to them by the Company under this Section 5, may be assigned (or assigned in part and retained in part) to one or more transferees or assignees who either (x) are Affiliates of determining Stockholder or (y) receive Registrable Securities which, upon full exercise and conversion, represent the number of right to obtain at least five hundred thousand (500,000) shares of Registrable Securities held (as adjusted for stock dividends, stock split, recapitalizations and the like that occur after the date of this Agreement), provided, that (i) the Company is given written notice by such Holder at the -------- time of or within a reasonable time after said transfer or assignment, stating the name and address of said transferee or assigneeassignee and identifying the securities with respect to which such rights are being assigned, and (ii) upon request by the holdings Company, such permitted transferee or assignee executes a counterpart to Section 5 of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1this Agreement.

Assignment of Registration Rights. The This Agreement, and the rights to cause and obligations of the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 TenTV Stockholders hereunder, may be assigned (but only with all related obligations) by a Holder: (i) any of the TenTV Stockholders to a transferee or assignee who holds or would holdan Authorized Transferee, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that in each case provided Loudeye is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee Authorized Transferee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assigneean Authorized Transferee, the holdings of transferees and assignees Authorized Transferees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; . For the purposes of this section, the term "Authorized Transferee" shall mean, individually, each transferee described in (a), (b) and (c) below. (a) If a TenTV Stockholder is an individual, a pledge of securities, a gift of securities or a transfer of securities without consideration by such TenTV Stockholder, to or for the benefit of any parent, spouse, and natural or lawfully adopted children of such TenTV Stockholder or to any personal trust in which such TenTV Stockholder or any of such members retains the entire beneficial interest, (b) if a TenTV Stockholder is a partnership or limited liability company, a pledge of securities, a distribution or transfer of securities by such TenTV Stockholder to (i) its partners, members or managing directors of its members, (ii) any affiliate, as such term is defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended ("Affiliate"), (iii) any officer of such TenTV Stockholder or (iv) any entity, if following such transfer such TenTV Stockholder shall own a majority of the equity of such entity, as applicable, without consideration, and (c) if the TenTV Stockholder is a departing employee, a sale back to Loudeye of Loudeye securities owned by such employee pursuant to an approved shareholders' agreement or Loudeye Employee Stock Plan, provided that (x) in no event may an Authorized Transferee be a competitor of Loudeye or an Affiliate of a competitor of Loudeye, and (y) prior to such pledge, gift, distribution or transfer, such Authorized Transferee, other than an Authorized Transferee described in (c) or in any case in which the transferee is Loudeye, agrees in writing to be bound by the terms of the Merger Agreement, this Agreement and any and all assignees laws, and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising all rules and regulations promulgated under any rights, receiving notices federal or taking any action under Section 1state securities laws that Loudeye determines to be necessary or appropriate.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Article I may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, parent, member, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, grantor or member shareholder of a Holder, (ii) an investment fund managed by a Holder or the directors, officers, partners or members of such Holder, (iii) is a Holder’s family member or trust for the benefit of an individual Holder or (iv) acquires at least 300,000 shares (subject to appropriate adjustment for stock splits, stock dividends and combinations) of Registrable Securities from such transferring Holder (or a lesser number if such number represents one hundred percent (100%) of such transferring Holder’s Registrable Securities); provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, furtherincluding (without limitation) the provisions of Section 1.14 below, that including the execution of an Adoption Agreement in the form attached hereto as Exhibit A; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership and the provisions of Section 4.9 below shall be applicable; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.this Article I.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, Affiliate, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) member, limited partner, retired partner, retired member or member stockholder of a Holder and who holds Holder, (ii) is a Holder’s family member or would holdtrust for the benefit of an individual Holder, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after such assignment or transfer, holds twenty percent (20%) of the Company's Qualified IPORegistrable Securities held by such Holder immediately prior to such assignment or transfer (subject to appropriate adjustment for stock splits, to a transferee or assignee of such securities that is a current or former constituent partnerstock dividends, Affiliate combinations and other recapitalizations), provided: (as defined under Rule 405 pursuant to the Acta) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 2.14 below; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act; (d) Maven shall not assign its rights pursuant to this Section 2 to any party unless such party is reasonably acceptable to the Board and in no event may Maven assign its rights under this Section 2 to any party that is a competitor of the Company; and (e) a Strategic Investor shall not assign its rights pursuant to this Section 2 to any party unless such party is reasonably acceptable to the Board and in no event may a Strategic Investor assign its rights under this Section 2 to any party that is a competitor of the Company. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who are partners is a Holder’s Immediate Family Member, or retired partners (iv) that is a trust for the benefit of an individual Holder or such partnership (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Article I may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of holds (Ai) at least fifty thousand 1% of the Registrable Securities then outstanding (50,000) shares of such securities; subject to appropriate adjustment for stock splits, stock dividends, combinations, other recapitalizations and similar events), or (Bii) all of the shares of Registrable Securities initially issued to such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company isPROVIDED that, within a reasonable time after such transfer, the Company is furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and providedPROVIDED, furtherFURTHER, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and/or not otherwise eligible for sale under Rule 144(k) of the Securities Act or similar exemption. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants descendants, and siblings of such partners or spouses who acquire Registrable Securities by gift, will will, or intestate succession) shall be aggregated together and with the partnership; provided PROVIDED that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under Section 1.this Article I.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to cause have the --------------------------------- Company to register for resale Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and in accordance with the Company's prior written consentterms of this Agreement, which consent shall not be unreasonably withheld, automatically assignable by each Holder to a any transferee or assignee of such securities that is Holder of all or a current portion of the Preferred Stock or former constituent partner, Affiliate the Registrable Securities if: (as defined under Rule 405 pursuant to i) the Act) or member of a Holder and who holds or would hold, after giving effect to agrees in writing with the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee to assign such rights, and a copy of such securities that agreement is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant furnished to the ActCompany within a reasonable time after such assignment, (ii) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer 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; and provided, further, that such assignment shall be effective only if immediately (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignee assignees is restricted under the ActSecurities 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(i), 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. For The rights to assignment shall apply to the purposes Holders (and to subsequent) successors and assigns. The Company may require, as a condition of determining the number allowing such assignment in connection with a transfer of shares of Preferred Stock or Registrable Securities held by (i) that the Holder or transferee of all or a portion of the Preferred Stock or the Registrable Securities, as the case may be, furnish to the Company a written opinion of counsel that is reasonably acceptable to the Company to the effect that such transfer may be made without registration under the Securities Act, (ii) that the Holder or transferee or assignee, execute and deliver to the holdings of transferees Company an investment letter in form and assignees of a partnership who are partners or retired partners of such partnership substance acceptable to the Company and (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable iii) that the transferee be an “accredited investor” as defined in Rule 501(a) promulgated under the Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1Act.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (a) is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner or member retired partner of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current partnership, (b) is a member or former constituent partnerretired member of any Holder that is a limited liability company, Affiliate (as defined under Rule 405 pursuant to the Actc) is a spouse, sibling, lineal descendant or member ancestor of a Holder, provided or any trust established for the benefit of a Holder or any spouse, sibling, lineal descendant or ancestor of a Holder, (d) is controlled by, controlling or under common control or common investment management with the Holder, (e) after such assignment or transfer, holds at least 344,800 shares of Registrable Securities issued or issuable upon the conversion of shares of Series A Preferred (subject to adjustment for splits, dividends, combinations and other recapitalizations), (f) after such assignment or transfer, holds at least 65,000 shares of Registrable Securities issued or issuable upon the conversion of shares of Series B Preferred (subject to adjustment for splits, dividends, combinations and other recapitalizations), or (g) after such assignment or transfer, holds at least 65,000 shares of Registrable Securities issued or issuable upon the conversion of shares of Series C Preferred (subject to adjustment for splits, dividends, combinations and other recapitalizations), provided: (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; , (ii) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, furtherincluding without limitation the provisions of Section 1.13 below, that and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights of the Xxxxx Investors hereunder, including the right to cause have the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Agreement to the extent the nature of the transferee requires or may require a primary registration under applicable securities law, will be automatically assigned (by the Investors to transferees or assignees of all or any portion of the Registrable Securities, but only if (a) the transferring Xxxxx Investor agrees in writing with all related obligations) by a Holder: (i) to a the transferee or assignee who holds or would holdto assign such rights, after giving effect and a copy of such agreement is furnished to the transferCompany within a reasonable time after such assignment, at least one hundred fifty thousand (150,000b) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities Registrable Securities with respect to which such registration rights are being transferred or assigned; and provided, further, that such assignment shall be effective only if immediately following (c) after such transfer or assignment, the further disposition of such securities Registrable Securities by the transferee or assignee is restricted under the ActSecurities Act and applicable state securities laws, (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein, (e) such transfer is made in accordance with the applicable requirements of the Purchase Agreements, and (f) the transferee is an “accredited investor” as that term is defined in Rule 501 of Regulation D and is not, and will not become as a result of the transfer, an affiliate of the Company. For the purposes of determining the number of shares If a transferee of Registrable Securities held by hereunder would be similarly situated to the Other Investors with regard to a secondary registration of Registrable Securities, the Company will have no obligation to such transferee other than to provide it with the rights it would have had as a transferee or assignee, under the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1Other Registration Rights Agreements.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (other than a competitor of the Company) who is a current Holder or former constituent partnerwho, Affiliate (as defined under Rule 405 pursuant to the Act) in such assignment or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser acquires Notes or Huntway Equity Securities issued upon conversion of (A) Notes that constitute at least fifty thousand twenty-five percent of the Registrable Securities initially issued to such Holder provided: (50,000a) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and provided, further, that subject to the terms and conditions of this section 1; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act; and (d) such Holder transferee or assignee owns Registrable Securities (assuming conversion of the Notes into Huntway Equity Securities) representing at least 1 million Common Units of the Company (or the equivalent number of shares of Common Stock following the Conversion). For the purposes of determining the number of shares or amount of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership or limited liability company who are partners or retired partners of such partnership or members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings of such partners partners, members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section this section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand One Hundred Thousand (50,000100,000) shares of such securities; or Registrable Securities (Bsubject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (a) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assigneeassignee of a holder of Registrable Securities, (i) the holdings of transferees affiliated partnerships, limited liability companies and assignees of a partnership who are partners other entities, and their constituent or retired partners or members (collectively, "AFFILIATED PERSONS"), and (ii) the holdings of such partnership (including spouses and spouses, ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) succession (collectively, "FAMILY MEMBERS"), shall in each case be aggregated together and with the partnership; together, provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have designate in writing to the Company from time to time a single attorney-in-fact on behalf of the entire group of Affiliated Persons or Family Members, as the case may be, for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities Holder that is a current limited partnership to any affiliated limited partnership that is managed by the same management company or former constituent managing partner or by a person or entity controlling, controlled by or under common control with, such management company or managing partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of by a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current corporation to any entitiy that directly or former constituent partnerindirectly controls the Holder or is directly or indirectly controlled by the Holder who, Affiliate after such assignment or transfer, holds at least 200,000 shares of Registrable Securities (as defined under Rule 405 pursuant subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), or, in the Act) case of an Investor that is a trust, to any grantor or member beneficiary of a Holdersuch trust, or in the case of an individual to any lineal ancestor, lineal descendant or spouse; provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For purposes of the foregoing sentence, "control" shall mean either (i) service as or the ability to appoint a director of any entity, or (ii) ownership of at least 10% of the outstanding equity of an entity. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate Registrable Securities (as defined under Rule 405 pursuant to adjusted for stock splits, dividends, recapitalizations and the Actlike), provided: (a) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if the transfer is permitted under the Act, and, immediately following such transfer transfer, the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1. The provisions of this Section 1.12 notwithstanding, the rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) to a partner, member, former partner or member or affiliate of the Holder regardless of whether such Holder's partner or affiliate holds fifty thousand (50,000) shares of Registrable Securities (as adjusted for stock splits, dividends, recapitalizations and the like) after such assignment or transfer.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Article I may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, parent, member, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, grantor or member shareholder of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder or a family member of such Holder, or (iii) who, after such assignment or transfer, holds at least ten percent (10%) of the total number of shares of Preferred Stock and Common Stock issuable upon the conversion of Preferred Stock then held by the transferor of such Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations with respect to such shares); provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, furtherincluding (without limitation) the provisions of Section 1.13 below, that including the execution of an Adoption Agreement in the form attached hereto as Exhibit A; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership and the provisions of Section 4.8 below shall be applicable; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.this Article I.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: Holder to (i) a transferee or assignee of at least 250,000 shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification or the like), (ii) a transferee or assignee of all of such Registrable Securities held by such transferring Holder, if less than 250,000 shares, (iii) a partner, member or affiliate of the transferring Holder (including, but not limited to, an affiliated fund or entity of such Holder), (iv) a transferee or assignee who holds is a Holder’s child, stepchild, Grandchild, parent, stepparent, Grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or would holdsister-in-law (such a relation, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consenta Holder’s “Immediate Family Member”, which consent term shall not be unreasonably withheldinclude adoptive relationships), to or (v) a transferee or assignee of such securities that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause have the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may Agreement shall be automatically assigned by the Investors to any transferee who (but 1) holds, or upon such assignment will hold, at least 20% of the Registrable Securities (or Warrants exercisable into 20% of the Registrable Securities) (or any equivalent combination of Warrants and Registrable Securities) or (2) is an Affiliate of such Investor only with all related obligations) by a Holderif: (ia) to a the Investor agrees in writing with the transferee or assignee who holds or would holdto assign such rights, after giving effect and a copy of such agreement is furnished to the transfer, at least one hundred fifty thousand (150,000) shares of Company within a reasonable time after such securitiesassignment; (iib) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfertransfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned; and provided, further, that such assignment shall be effective only if (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and applicable state securities laws; (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; (e) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement; (f) such transferee shall be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Securities Act but shall not be a broker-dealer or a member of the National Association of Securities Dealers, Inc.; and (g) in the event the assignment occurs subsequent to the date of effectiveness of the Registration Statement required to be filed pursuant to Section 2(a), such assignee or transferee agrees to pay all reasonable expenses of amending or supplementing such Registration Statement to reflect such assignment. For In connection with any such transfer the purposes Company shall 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 determining the number of shares of Registrable Securities held in respect of which the rights to registration have been so assigned. In connection with any such assignment, each Investor shall have the right to assign to such transferee such Investor's rights under the Purchase Agreement by a transferee or assigneenotice of such assignment to the Company. Following such notice of assignment of rights under the Purchase Agreement, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) Company shall be aggregated together and with obligated to such transferee to perform all of its covenants under the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for Purchase Agreement as if such transferee were the purpose of exercising any rights, receiving notices or taking any action Buyer under Section 1the Purchase Agreement.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) Holder to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand million (150,0001,000,000) shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification or the like) (or if the transferring Holder owns less than one million (1,000,000) shares of such securities; , then all Registrable Securities held by the transferring Holder), (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, member, retired member or member stockholder of a Holder, or (iii) that is an Affiliated Fund, provided that the Company is, within a reasonable time after such transfer, furnished with written notice of the -7- name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause ---------------------------------- the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Article III may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of holds (Ai) at least fifty thousand 1% of the Registrable Securities then outstanding (50,000) shares of such securities; subject to appropriate adjustment for stock splits, stock dividends, combinations, other recapitalizations and similar events), or (Bii) all of the shares or Registrable Securities initially issued to such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company isthat, within a reasonable time after such transfer, the Company is furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActSecurities Act and/or not otherwise eligible for sale under Rule 144(k) of the Securities Act or similar exemption. For the purposes purpose of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners partner of such partnership (including spouses and ancestors, lineal descendants descendants, and siblings of such partners or spouses who acquire Registrable Securities by gift, will will, or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices notices, or taking any action under Section 1this Article III.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 ARTICLE I may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (a) is a current or former constituent subsidiary, parent, member, affiliate, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner or member shareholder of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (Bb) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current Holder's family member or former constituent partnera trust for the benefit of an individual Holder or such Holder's family members; provided, Affiliate however that (as defined under Rule 405 pursuant to the Acti) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, furtherincluding, that without limitation, the provisions of Section 1.13 below; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided provided, however, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.this ARTICLE I.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned by any Holder without limitation to an affiliate (but only as such term is defined in the 1934 Act); provided, that such affiliate is not an operating company that is a direct competitor of the Company. In addition, the rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a third party transferee who acquires such Registrable Securities, and by such transferee to a subsequent permitted transferee; provided, that with respect to any such transfer, either the transferor is a Significant Stockholder immediately prior to and subsequent to such transfer and the transferee would hold at least five percent (5%) of the Company’s outstanding Common Stock immediately after such transfer (on an as converted basis), or, in the event the transferor is not a Significant Stockholder, such transferor transfers in a single transaction to one party no less than all of the shares subject to such rights held by the transferor; provided, however, that such transfer does not constitute a distribution within the meaning of the 1933 Act and is otherwise effected in accordance with all related obligations) by applicable securities laws. Any transferee to which rights under this Agreement are transferred, including an affiliate of a Holder, shall: (i) as a condition to a transferee or assignee who holds or would holdsuch transfer, after giving effect deliver to the transfer, at least one hundred fifty thousand (150,000) shares of Company a written instrument by which such securitiestransferee agrees to be bound by the obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder under this Agreement; and (ii) prior be deemed to be a Holder hereunder. For purposes of this Section 2.11, Significant Stockholder shall mean any stockholder of the Company holding at least ten percent (10%) of the Company's Qualified IPO, and with ’s outstanding capital stock (on an as-converted basis) as of the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee date the Company is notified of such any proposed transfer of securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1stockholder.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, Affiliate, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdmember, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate (as defined under Rule 405 pursuant to the Act) retired partner, retired member or member stockholder of a Holder, provided (ii) is a Holder’s family member or trust for the benefit of an individual Holder or such Holder’s family member, or (iii), after such assignment or transfer, holds at least ten percent (10%) of the Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations) it purchased under the Original Purchase Agreement and is purchasing under the Purchase Agreement, provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 2.14 below; (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act; and (d) such transferee or assignee is not a competitor of the Company, as determined in good faith by the Board of Directors. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees transferee or assignee (i) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Holder; (ii) that is an Affiliate of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, (iii) who are partners is a Holder’s Immediate Family Member, (iv) that is a trust for the benefit of an individual Holder or retired partners of such partnership (including spouses and ancestorsHolder’s Immediate Family Member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Holder; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: Holder only to (ia) to a transferee or assignee acquiring not less than 20% of the Registrable Securities then held by such holder, (b) a transferee or assignee who holds is a partner or would holdretired partner of a Holder that is a partnership or a member of former member of a Holder that is a limited liability company, after giving effect to the transfer, at least one hundred fifty thousand or (150,000c) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee who is a "family member" (defined for purposes of this Section 1.12 as a spouse, ancestor, lineal descendant or sibling) of such securities that is Holder or a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfertrust, the lesser sole beneficiaries of (A) at least fifty thousand (50,000) shares which are the Holder and/or family members of such securities; or Holder (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder"Permitted Transferee"), provided that, the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee Permitted Transferee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if (A) the Permitted Transferee agrees in writing to be bound by the obligations of a Holder under this Agreement and (B) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of All shares of Registrable Securities held beneficially owned by a transferee affiliated entities or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) persons shall be aggregated together for purposes of determining whether a transferee or assignee is a Permitted Transferee. As a condition of such aggregation, holders of a majority of the shares of the aggregating persons and with entities shall designate in writing from time to time one representative for all aggregating persons and entities, and the partnership; provided that all assignees Company shall be entitled to definitively rely upon the authority of such representative and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1or omission of such representative in exercising or failing to exercise the rights hereunder.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: Holder to, (i) to in the case of any Holder that is a transferee partnership, limited liability company or assignee who holds or would holdcorporation, after giving effect to the transferany current and former constituent partners, at least one hundred fifty thousand (150,000) shares members, stockholders and Affiliates of such securities; that Holder, and (ii) prior in the case of any Holder, (w) to the Company's Qualified IPOany other Holder, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to (x) a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of holds (Atogether with Affiliates) at least fifty thousand (50,000) 1.000,000 shares of such securities; the Company’s outstanding capital stock, or (B) all of such securities then held by such transferee; and transferring Holder’s shares if a lesser amount is transferred, (iiiy) after the Company's Qualified IPO, to a transferee or assignee who is a spouse, lineal descendant, father, mother, brother or sister (each, a “Family Member”) of such securities that is a current transferring Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Actz) or member to a trust, the beneficiaries of a Holderwhich are exclusively the Holder and/or Family Members, provided provided, in each case, that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1(l) below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assigneeassignee of a holder of Registrable Securities, the holdings of transferees affiliated partnerships and assignees of a partnership who are partners other entities, constituent or retired partners or members of such partnership partnerships or other entities (including spouses and ancestors, lineal descendants and siblings as well as Family Members of such partners or members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershipsuch partnership and its affiliated partnerships and other entities; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that Registrable Securities which (a) is a current or former constituent subsidiary, parent, general partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent limited partner, Affiliate retired partner, member or retired member (as defined including in the case of venture capital funds, affiliated venture capital funds, predecessor and successor funds and entities under Rule 405 pursuant to the Actcommon investment management) or member of a Holder, provided (b) is a Holder’s family member or trust for the Company isbenefit of an individual Holder or such Holder’s family member, (c) is a partnership whose sole partner is an individual Holder or a member of such Holder’s family, (d) acquires at least one hundred thousand (100,000) shares of Registrable Securities (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) provided, however, that Shares held by affiliates shall be aggregated for the purposes of satisfaction of the aforementioned minimum share requirement; or (e) to a shareholder of GadgetSpace, Inc., as set forth on Exhibit M hereto, (f) to a stockholder of Simplexity, Inc., who is an “accredited investor” pursuant to Regulation D promulgated under the Securities Act, as contemplated in the Asset Purchase Agreement provided, however, (i) the transferor shall, within a reasonable time ten (10) days after such transfer, furnished with furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement, (h) to a stockholder of Avesair, Inc., who is an “accredited investor” pursuant to Regulation D promulgated under the Securities Act, as contemplated in the Series D-5 Asset Purchase Agreement provided, furtherhowever, that (i) the provisions of the D-5 Asset Purchase Agreement are fully satisfied prior to any assignment or transfer, (ii) the transferor shall, within ten (10) days after such assignment shall be effective only if immediately following such transfer transfer, furnish to the further disposition Company written notice of the name and address of such securities by the transferee or assignee is restricted under and the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of securities with respect to which such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights are being assigned and (iii) such transferee shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1agree to be subject to all restrictions set forth in this Agreement.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Covered Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) an Investor to a transferee or assignee who holds or would hold, after giving effect to the transfer, (i) of at least one hundred fifty thousand 50,000 shares of such securities (150,000subject to adjustment for stock splits, stock dividends, reclassification or the like) (or if the transferring Investor owns less than 50,000 shares of such securities; , then all Covered Securities held by the transferring Investor), (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent subsidiary, parent, partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner, retired partner, member, retired member or member stockholder of a Holder and who holds or would holdan Investor, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOthat is an Affiliated Fund, to (iv) who is an Investor’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a transferee relation, an Investor’s “Immediate Family Member”, which term shall include adoptive relationships), or assignee of such securities (v) that is a current trust for the benefit of an individual Investor or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holdersuch Investor’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Covered Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Covered Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 Article 4 may be assigned (but only with all related obligationsobligations under this Agreement) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares holder of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Registrable Securities to a transferee or assignee of such securities that (a) who is not engaged in a current or former constituent partner, Affiliate business activity competitive with the Company (as defined under Rule 405 pursuant reasonably determined by the Board) and who after such assignment or transfer, holds at least 50,000 shares of Registrable Securities (subject to the Actappropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) or (b) who is an Affiliate, constituent partner or member of a Holder and who holds (or would hold, after giving effect to the transfer, the lesser of (Aits equivalent) at least fifty thousand (50,000) shares of such securitiesholder; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPOprovided, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if (i) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the ActAct and (ii) the transferee or assignee shall acknowledge in writing that the transferred or assigned Registrable Securities shall remain subject to this Agreement. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership or members (or their equivalents) or limited liability companies (or their equivalents) (including spouses and ancestors, lineal descendants and siblings of such partners or members (or their equivalents) or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company (or its equivalent); provided provided, that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1this Article 4.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand one million (50,0001,000,000) shares of such securities; or Registrable Securities (Bsubject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (a) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.15 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership or limited liability company who are partners partners, retired partners, members or retired partners members of such partnership or limited liability company, respectively, (including spouses and ancestors, lineal descendants and siblings of such partners persons or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the granted ATI --------------------------------- Company to register Registrable Securities Holders pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, an ATI Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) acquires all of such securities then the Registrable Securities previously held by such transferee; ATI Holder, or who, after such assignment or transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holderother recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership or a trust who are Affiliates, partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) ), or an affiliate or successor trust or trustee of such trust, shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1; provided further that any ATI Holder can assign its rights pursuant to Section 1 hereof to any limited partner of such ATI Holder.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 subsection 1.2(a) may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand (50,000) 1,200,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company is, within a reasonable time after such securitiestransfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; or (B) all and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities then held by such transferee; and the transferee or assignee is restricted under the Act. The rights to cause the Company to register Registrable Securities pursuant to subsection 1.2(b) may be assigned (iiibut only with all related obligations) after the Company's Qualified IPO, by Enron to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 1,500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is a current or former constituent partner, Affiliate (as defined restricted under Rule 405 the Act. The rights to cause the Company to register Registrable Securities pursuant to subsections 1.2(c) or 1.2(d) may be assigned (but only with all related obligations) by MCI WorldCom to a transferee or assignee of such securities who, after such assignment or transfer, holds at least 1,250,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. The rights to cause the Company to register Registrable Securities pursuant to subsection 1.2(e) may be assigned (but only with all related obligations) by U.S. Telesource to a transferee or member assignee of a Holdersuch securities who, after such assignment or transfer, holds at least 900,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company Purchaser to register Registrable Securities pursuant to this Section 1 2 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Seller to a transferee or assignee of such securities that (i) is a current or former constituent subsidiary, Affiliate, parent company, partner, Affiliate (as defined under Rule 405 pursuant to the Act) member, limited partner, retired partner, retired member or member stockholder of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securitiesSeller; or (Bii) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current Seller’s Immediate Family Member or former constituent partner, Affiliate trust for the benefit of an individual Seller or such Seller’s Immediate Family Member; provided that: (as defined under Rule 405 pursuant to a) the Act) or member of a Holder, provided the Company Purchaser is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and provided, further, that subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees a transferee or assignee (i) that is a subsidiary, parent company, partner, limited partner, retired partner, member, retired member or stockholder of a partnership Seller; (ii) that is an Affiliate of a Seller, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company; (iii) who are partners is a Seller’s Immediate Family Member; or retired partners (iv) that is a trust for the benefit of an individual Seller or such partnership (including spouses and ancestorsSeller’s Immediate Family Member, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with those of the partnershipassigning Seller; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 12. Exhibit A attached hereto shall be promptly amended, without any action on the part of the parties, with the name and contact information of each transferee or assignee who receives Registrable Securities in compliance with this Section 2.8 and the amount of Registrable Securities of all Holders as of such date.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Holder to a transferee or assignee of such securities that who is a current an affiliate, parent, subsidiary or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) limited partner of such Holder or member of a Holder and who holds or would holdwho, after giving effect to the such assignment or transfer, the lesser of (A) holds at least fifty thousand (50,000) 500,000 shares of such securities; or Registrable Securities (Bsubject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations), provided: (a) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by (a) a Holder: (i) to a transferee or assignee who holds or would hold, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, Series C Holder to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all an amount of such securities representing not less than ten percent (10%) of the aggregate number of shares of Common Stock then held by such transferee; and outstanding (iii) after the Company's Qualified IPO, to a transferee or assignee including for purposes of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to calculation the Actshares of Common Stock then issuable upon conversion of all then outstanding Preferred Stock) or member (b) any Investor who transfers all of a Holderits shares purchased hereunder; provided, provided in each case, (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to assume the obligations of such Series C Holder under and provided, further, that be bound by and subject to the terms and conditions of Sections 1 and 3 of this Agreement; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder: Holder to one or more transferees or assignees of such securities, other than to a direct competitor of the Company having competitive business operations, as reasonably determined by the Company (an "Assignee"), (i) to a transferee or assignee who holds or would holdis an employee, after giving effect to the transfermember, at least one hundred fifty thousand (150,000) shares partner, affiliate of such securities; Holder or affiliated partnership or limited liability company managed by such Holder, or (ii) prior to the Company's Qualified IPO, and with the Company's prior written consent, which consent shall not be unreasonably withheld, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would holdeach, after giving effect to the such assignment or transfer, the lesser of (A) acquires at least fifty thousand ten percent (50,00010%) shares (subject to appropriate adjustment for any Recapitalization) of such securities; or the Registrable Securities originally purchased by the Investor, provided: (Ba) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee Assignee and the securities with respect to which such registration rights are being assigned; (b) such Assignee agrees in writing to be bound by and providedsubject to the terms and conditions of this Agreement, further, that including without limitation the provisions of Section 1.14 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee Assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assigneean Assignee, the holdings of transferees and assignees Assignees of a partnership or limited liability company who are partners partners, retired partners, members or retired partners members of such partnership or limited liability company (including spouses and ancestors, lineal descendants and siblings of such partners partners, members or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees Assignees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Section 1.

Assignment of Registration Rights. The rights to cause the --------------------------------- Company to register Registrable Securities pursuant to this Section 1 may be assigned assigned, in whole or in part (but only with all related obligations) ), by a Holder: Holder to (i) a transferee or assignee of at least 250,000 shares of such securities (subject to adjustment for stock splits, stock dividends, reclassification, combinations, dilutive issuances, deemed issuances or the like), (ii) a transferee or assignee of all of such Registrable Securities held by such transferring Holder, if less than 250,000 shares (subject to adjustment for stock splits, stock dividends, reclassification, combinations, dilutive issuances, deemed issuances or the like), (iii) a partner, member, Affiliate (as defined in the Purchase Agreement) or Affiliate (as defined in the Purchase Agreement) of a member of the transferring Holder, (iv) a transferee or assignee who holds is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or would holdsister-in-law (such a relation, after giving effect to the transfer, at least one hundred fifty thousand (150,000) shares of such securities; (ii) prior to the Company's Qualified IPO, and with the Company's prior written consenta Holder’s “Immediate Family Member”, which consent term shall not be unreasonably withheldinclude adoptive relationships), to or (v) a transferee or assignee of such securities that is a current trust for the benefit of an individual Holder or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder and who holds or would hold, after giving effect to the transfer, the lesser of (A) at least fifty thousand (50,000) shares of such securities; or (B) all of such securities then held by such transferee; and (iii) after the Company's Qualified IPO, to a transferee or assignee of such securities that is a current or former constituent partner, Affiliate (as defined under Rule 405 pursuant to the Act) or member of a Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act; and provided, further, that the rights of Newco pursuant to Sections 1.2(e) and 1.4(d) may not be assigned, either in whole or in part, except to Daimler AG (“Daimler”), an Affiliate (as defined in the Purchase Agreement) of Daimler, a member of Newco or an Affiliate of a member of Newco, or upon the written consent of the Company. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership or (y) a limited liability company who are members or retired members of such limited liability company (including spouses and ancestors, lineal descendants and siblings Immediate Family Members of such partners or spouses members who acquire Registrable Securities by gift, will or intestate succession) or Affiliates (as defined in the Purchase Agreement) of such members or retired members shall be aggregated together and with the partnershippartnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.