Common use of Assignment of Registration Rights Clause in Contracts

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock, the Common Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

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

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of to any Person who acquires all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder the Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Purchaser to any transferee of all or a any portion of the Preferred Stock or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 Investment Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementWarrant. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Investment Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or a any portion of the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a any portion of the Debentures, Common Shares or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The All or any portion of the rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Investor to any transferee or assignee of all or a any portion of the Investor’s Registrable Securities if: (i) the Holder Investor agrees in writing with the such transferee or assignee to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the such transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the sentence such transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and contained herein; (v) such transfer or assignment shall have been made in accordance with the applicable requirements of the Purchase Agreement; and (vi) such transfer or assignment shall have been conducted in accordance with all applicable federal and state securities laws. The rights to assignment term “Investor” in this Agreement shall apply to the Holders (also include all such transferees and to subsequent) successors and assignsassignees.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Common Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable (in whole or in part) by each Holder of all Investor to any permitted transferee or a portion assignee of the Registrable Securities if: if (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted was not made under the Securities Act and applicable state securities lawsRegistration Statement or Rule 144, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein and (ve) such transfer shall have been is made in accordance with the applicable requirements of the Purchase Agreement. The Any transferee or assignee of an Investor under Article IX shall be deemed an "Investor" for all purposes of this Agreement and shall be entitled to all rights of, and subject to assignment shall apply to the Holders all obligations (and to subsequentincluding indemnification obligations) successors and assignsof, an Investor hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each Holder the Investors to transferees or assignees of all or a any portion of the such securities or Warrants exercisable into Registrable Securities if: only if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assignsSecurities Act.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company Issuer register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Issuer within a reasonable time after such assignment, (ii) the Company Issuer is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, and (iv) at or before the time the Company Issuer receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company Issuer 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 AgreementTransaction Documents. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of all or a portion of the Convertible Note or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.Agreement and

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.. 

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

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or a any portion of the Registrable Securities if: if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 AgreementConvertible Note. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a any portion of the shares of Preferred Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Investor(s) to any transferee of all or a portion at least 50,000 shares of the such Investor’s Registrable Securities (or if an Investor shall hold less than 50,000 such shares, then a transfer of all such shares) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Exelixis within a reasonable time after such assignment, ; (ii) the Company Exelixis is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company Exelixis receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company Exelixis to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements requirements, if any, of the Purchase Option Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 Issuance Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or a any portion of the such Investor's Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rightsrights and the transferee or assignee agrees in writing to assume in full the obligations set forth under this Agreement, including the obligations set forth under Sections 6 and 7, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment Following any such transfer or assignment, the transferee or assignee, as applicable, shall apply to the Holders (and to subsequent) successors and assignsbe considered an Investor for purposes of this Agreement.

Assignment of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any transferee of each Holder hereunder, including the right to have the Company register for resale not less than 50,000 shares of Registrable Securities in accordance with (subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities like) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment Agreement and shall apply to be for no less than 10% of the Holders (and to subsequent) successors and assigns.Registrable

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 AgreementAgreement and (vi) at least 10,000 shares of Registrable Securities (appropriately adjusted for any stock dividend, split or combination of the Common Stock) are being transferred to such transferee or assignee in connection with such assignment of rights. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all to any Person acquiring the Notes or a portion of the Registrable Securities Warrants from such Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder the Holders hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of such Holder of all or a portion of the shares of Registrable Securities if: (i) the such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, ; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company. The rights to assignment shall apply to the Holders (each Holder and to subsequent) its subsequent successors and assigns.. ********************

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws to the extent required, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7.8, 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 Agreementapplicable law. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 Settlement Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder an Investor hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a portion at least 30% of the Preferred Stock and/or Warrants, or Registrable Securities if: of such Investor if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Common Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders Holders’ (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws to the extent required, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7.8, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.and

Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any permitted transferee of all or a any portion of the Notes, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment Agreement and (vi) such transferee shall apply to be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assignsSecurities Act.

Assignment of Registration Rights. The rights of each Holder an Investor hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a portion at least 30% of the Preferred Shares and/or Warrants, or Registrable Securities if: of such Investor if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any permitted transferee of all or a any portion of the shares of Preferred Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment and Exchange Agreement or the Subscription Agreements, as applicable, and (vi) such transferee shall apply to be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assignsSecurities Act.

Assignment of Registration Rights. The rights of each Holder the Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each Holder Purchaser to any transferee of all or a any portion of the Preferred Stock or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time ten (10) business days after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, Agreement and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

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

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Holders to any transferee of all or a any portion of the such Holder’s Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned and (c) any other information which the Company requests in order to reflect such transferee or assignee, as a selling stockholder in the Registration Statement; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of applicable law and the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsRestructure Documents.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Notes or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock, the Common Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.the

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 (vi) at least 100,000 shares of Registrable Securities (appropriately adjusted for any stock dividend, split or combination of the Common Stock) are being transferred to such transferee or assignee in connection with such assignment of rights. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of and obligations under this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or a any portion of the such Investor’s Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rightsrights and obligations, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights and obligations hereunder are being transferred or assigned and (c) any other information which the Company requests in order to reflect such transferee or assignee, as a selling stockholder in the Registration Statement; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of applicable law and the Purchase Support Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder the Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each Holder of all or a portion of the Registrable Securities Purchaser to any entity majority-owned by Talisman Capital if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase AgreementAgreement and applicable laws. The rights to No such assignment shall apply cause the Company to the Holders (and to subsequent) successors and assignsamend a registration statement.

Assignment of Registration Rights. The rights of each the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each the Holder to any Affiliate of the Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time three (3) Business Days after such assignment, (ii) the Company is, within a reasonable time three (3) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders Holder (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock or the Registrable Securities of such Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder the Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each Holder Purchaser to any transferee of all or a any portion of the Preferred Stock or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 AgreementAgreements. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or a any portion of the Registrable Securities ifonly to the extent that the Debentures may be assigned under the terms thereof and provided further that: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.or

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.Purchase

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned with respect to the transferred Registrable Securities or Notes or Warrants by each Holder the Investors to transferees or assignees of all or a any portion of the Registrable Securities if: such securities only if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable period of time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further public disposition of such securities by the transferee or assignees assignee is conditioned, restricted or limited under the Securities 1933 Act and or applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the relevant provisions of this Agreementcontained herein, and (v) such transfer shall have been made in all material respects in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or a any portion of the Registrable Securities issued or issuable into at least 50,000 shares of Common Stock (subject to adjustment for stock splits, stock dividends, stock combinations or other similar transactions) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time promptly after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, is promptly furnished with written notice of (a) the name name, address and address fax number of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 AgreementTransaction Agreements. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder Investor hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder such Investor to any transferee or assignee of all or a portion of the Registrable Securities Notes or the Underlying Shares if: (i) the Holder such Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer assignment or assignmenttransfer, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, laws and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 6.12, 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. The rights to assignment shall apply to the Holders such Investor's (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder an Investor hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a any portion of the Preferred Stock and/or Warrants, or Registrable Securities if: if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.

Assignment of Registration Rights. The rights of each Holder the Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each Holder Purchaser to any transferee of all or a any portion of the Preferred Stock or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after 14. such assignment, (iib) the Company is, within a reasonable time ten (10) business days after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee or assignee of all or a any portion of the such Investor’s Registrable Securities (or of any Warrants or other securities upon exercise, conversion or exchange of which Registrable Securities are issuable) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the applicable provisions of this Agreement, contained herein; and (v) such transfer or assignment shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to Financing Agreement and the Holders (and to subsequent) successors and assignsTransaction Documents, as applicable.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person (other than a known competitor of the Company) of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Shares or Registrable Securities if: (i) the such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have cause the Company to register for resale Registrable Securities in accordance with pursuant to this Section 7 may be assigned by a Purchaser to a party that acquires, other than pursuant to the terms of this AgreementRegistration Statement or Rule 144, shall be assignable by each Holder of all or a portion any of the Shares originally issued or issuable to such Purchaser pursuant to this Agreement (or any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any such Shares), or to any affiliate of a Purchaser that acquires any Registrable Securities if: Securities; provided (i) the Holder such transferor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ax) the name and address of such transferee or assignee, assignee and (by) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the such transferee or assignee agrees in writing with the Company to be bound bound, with respect to the Shares, by all of the provisions of this Agreement, hereof that apply to the Purchasers and (v) such transfer shall have been made in accordance with the applicable requirements of this Agreement and with all laws applicable thereto. Any such permitted assignee shall have all the Purchase Agreement. The rights to assignment shall apply of such Purchaser under this Section 7 with respect to the Holders (and to subsequent) successors and assignsRegistrable Securities transferred.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities of such Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 AgreementAgreement and applicable law. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all or a portion of the Registrable Securities to any person if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder Purchaser hereunder, including the right to have the Company register for resale the Registrable Securities in accordance with the terms of this Agreement, shall be freely assignable by each Holder the Purchaser to any assignee or transferee of all or a portion of the shares of the Series A Preferred Stock or Registrable Securities if, provided that no Series A Preferred Stock, Preferred Warrants, Common Warrants, Common Stock or Underlying Shares may be assigned or transferred without registration under the Securities Act and any applicable state securities laws, or an exemption from the requirements of the Securities Act and applicable state securities laws and further provided that: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (ivii) at or before the time the Company receives the written notice contemplated by clause (iii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, ; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementAgreements. The rights to assignment shall apply to the Holders Purchaser’s (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including under this Agreement with respect to the right to have the Company register for resale Share Purchase Related Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable in full or in part by each Holder the Investor(s) to any transferee of all or a 13 portion of the such Investor’s Share Purchase Related Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Lexicon within a reasonable time after such assignment, ; (ii) the Company Lexicon is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company Lexicon receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company Lexicon to be bound by all of the provisions of this Agreementcontained herein, including the obligation to provide Lexicon with a completed Selling Stockholder Questionnaire, as applicable; and (v) such transfer shall have been made in accordance with the applicable transfer requirements set forth in Article VI of the Share Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee or assignee of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Buyers to any transferee of all or a any portion of the such Buyer's Registrable Securities if: (i) the Holder Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned and (c) any other information which the Company requests in order to reflect such transferee or assignee, as a selling stockholder in the Registration Statement; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of applicable law and the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each the Holder to any permitted assignee or transferee of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders Holder (and to subsequent) permitted successors and assigns.

Assignment of Registration Rights. The Subject to Section 6(a), any of the rights of each Holder the Holders hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall may be assignable assigned by each Holder to any transferee of all or a any portion of the Warrant or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementWarrant. The transferee, by acceptance of the transfer of any registration rights to assignment shall apply hereunder, acknowledges that it takes such rights subject to the Holders (terms and conditions hereof. Upon any transfer of less than all of its Registrable Securities, the Holder retains registration rights with respect to subsequent) successors and assignsRegistrable Securities held by it.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Shares or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The Subject to Section 7(h), the rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all or a portion of the Registrable Securities to any Person if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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 Stock Purchase Agreement and Note Purchase Agreement, as applicable. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunderthe Investors under Article IX, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall will be assignable automatically assigned by each Holder the Investors to transferees or assignees of all or a any portion of the Convertible Notes or Registrable Securities if: Securities, but only if (ia) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time two business days after such assignment, (iib) the Company is, within a reasonable time two business days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following after such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives received the written notice contemplated by clause (iib) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been is made in accordance with the applicable requirements of this Agreement and (f) the Purchase transferee is an “accredited investor” as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of an Investor under this Article IX shall be deemed an “Investor” for all purposes of this Agreement. The , and shall be entitled to all rights of, and subject to assignment shall apply to the Holders all obligations (and to subsequentincluding indemnification obligations) successors and assignsof, an Investor hereunder.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or any portion of Registrable Securities (provided such transferee is a portion limited partner or member of such Investor, is a fund affiliated or under common control with such Investor, or acquires Registrable Securities equal to the lesser of (x) 25% of the Registrable Securities held by such Investor or (y) $5 million in Stated Value (as defined in the Certificate of Designations) of Preferred Shares (or the equivalent number of shares issuable upon conversion thereof )) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

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

Assignment of Registration Rights. The rights of each Holder --------------------------------- hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder ---------------------------------- hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, 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. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.

Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.. 12 (g)

Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a any portion of the Debentures, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.