Common use of Notice of Proposed Transfer Clause in Contracts

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock (other than under the circumstances described in Section 4 hereof), the Purchaser shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may transfer such Restricted Stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer Transfer of any share of Restricted Stock Preferred Shares, Xxxxxx-Xxxxx Shares, Conversion Shares or Warrant Shares (other than under the circumstances described in Section Sections 4 hereofor 5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transferTransfer. Each such notice shall describe the manner of the proposed transfer Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock Transfer may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may transfer stock shall be entitled to Transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required for a Transfer to one or more partners of an Original Holder (in the case of an Original Holder that is a partnership) or to an affiliated corporation of an Original Holder (in the case of an Original Holder that is a corporation), if, with respect to such Transfer, the transferee agrees in writing to be subject to the terms of Sections 2, 3 and 10 hereof, to the same extent as if such notice shall cover transferee were originally a distribution by a partnership signatory to its partners or by a limited liability company to its membersthis Agreement. Each certificate of Restricted Stock for Preferred Shares, Xxxxxx-Xxxxx Shares, Conversion Shares or Warrant Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer Transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer Transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer Transfer of any share shares of Restricted Registrable Stock (other than under the circumstances described in Section 4 hereof5.03, 5.04 or 5.05), permitted under Article IV, the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transferTransfer. Each such notice shall describe the manner of the proposed transfer Transfer and, if known, the identity of the proposed transferee and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock Transfer may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may transfer stock shall be entitled to Transfer such Restricted Stock stock in accordance with the terms of its notice, subject in any event to the restrictions in Article IV; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by a partnership Transfer to its partners one or by a limited liability company more Permitted Transferees subject in any event to its membersthe restrictions in Article IV. Each certificate of Restricted representing Registrable Stock transferred as above provided shall bear the legend legends set forth in Section 25.01, unless except that such certificate shall not bear such legends if (i) such transfer Transfer is to the public in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act, but not Rule 144A) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer Transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 5.02 shall not apply to securities that are not required to bear the legend legends prescribed by Section 2 5.01 in accordance with the provisions of that SectionSection 5.01.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Registrable Securities (other than under the circumstances described in Section 4 hereofSections 4.1, 4.2 or 4.3), the Purchaser Holder thereof shall give written notice to the Company Registrant of its intention to effect such transfer at least two (2) business days prior to any such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyRegistrant, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Registrant to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder Holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to an Affiliate of a partnership to its partners or by a limited liability company to its memberstransferor. Each certificate or other instrument evidencing shares of Restricted Stock Registrable Securities transferred as above provided shall bear a legend setting forth that the security has not been registered under the Securities Act and may not be transferred unless it has been registered under the Securities Act or an exemption from registration is available, except that such certificate or other instrument shall not bear such legend set forth in Section 2, unless if (ia) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (iib) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the CompanyRegistrant) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares (other than under the circumstances described in Section 4 hereofSections 2.3, 2.4 or 2.5), and subject to compliance with all applicable provisions in the Purchaser Shareholders Agreement, the holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an a written opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxxx Procter LLP and Stikeman Elliott LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, Canadian Securities Laws and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled under the securities laws to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership to its partners transferor that is a partnership), one or by more members of the transferor (in the case of a transferor that is a limited liability company company) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of representing Preferred Shares or Restricted Stock Shares transferred as above provided shall bear the legend set forth in Section 22.1, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the written opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2.2 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 2.1 in accordance with the provisions of that SectionSection 2.1.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of --------------------------- Restricted Stock (other than under the circumstances described in Section 4 hereof4), the Purchaser Holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder Holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation -------- ------- of counsel shall be required if such notice shall cover for a distribution by a partnership to its partners or by a limited liability company to its membersof such stock in respect of such interest. Each certificate for shares of Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed ---------------------------- transfer of any share of Restricted Stock Shares (other than under the circumstances described in Section 4 hereofSections 4.01, 4.02 or 4.03), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be -------- ------- required if such notice shall cover for a distribution by a partnership transfer, without receipt of consideration, to its partners or by a limited liability company to its membersan Affiliate. Each certificate of Restricted Stock for Shares transferred as above provided shall bear the legend set forth in Section 22.02, unless except that such certificate shall not bear such legend if (ia) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (iib) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2.03 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 2.02 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Registrable Securities (other than under the circumstances described in Section 4 hereof5.3, 5.4 or 5.5), the Purchaser Holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Simpxxx Xxxxxxx & Xartxxxx xx the Assistant General Counsel of Ford shall be satisfactory) to the effect that the proposed transfer does not violate the terms of this Agreement and that the Restricted Stock proposed transfer may be effected without registration under the Securities Act, whereupon the holder Holder of such Restricted Stock may security shall be entitled to transfer such Restricted Stock security in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by a partnership transfer to its partners or by a limited liability company to its membersan Ford Affiliate. Each certificate of Restricted Stock for Registrable Securities transferred as above provided shall bear the legend set forth in Section 25.1, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 5.2 shall not apply to securities that are not required to bear the legend prescribed by Section 2 5.1 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer by a U.S. Person of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners or members of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred to any U.S. Person or entity as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share shares of Restricted Common Stock of the Company (other than under the circumstances described in clause (x), (y) or (z) of Section 4 hereof3), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that either Reboul, MacMurray, Hewixx, Xxxxxxx & Xristol or Simpxxx Xxxxxxx & Xartxxxx xxxll be satisfactory) to the effect that the proposed transfer of the Restricted shares of Common Stock may be effected without registration under the Securities Act, whereupon whereupon, subject to Section 3, the holder of such Restricted Stock may shares shall be entitled to transfer such Restricted Stock shares in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted Stock for shares transferred as above provided shall bear a legend to the legend set forth in Section 2effect that such shares are unregistered under the Securities Act and may not be transferred unless the shares have been registered under the Securities Act or an exemption from registration is available, unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed --------------------------- transfer of any share of Restricted Stock Registrable Securities (other than under the circumstances described in Section 4 hereof4, 5 or 6), the Purchaser Holder thereof shall give written notice to the Company Corporation of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyCorporation, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Corporation (it being agreed that Xxxxxxx Xxxxxxx & Xxxxxxxx shall be satisfactory) to the effect that the proposed transfer does not violate the terms of this Agreement and that the Restricted Stock proposed transfer may be effected without registration under the Securities Act, whereupon the holder Holder of such Restricted Stock may security shall be entitled to transfer such Restricted Stock security in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted Stock for Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 144, Rule 144A or Rule 145 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the CompanyCorporation) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Conversion Shares (other than under the circumstances described in Section Sections 4 hereofor 5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Testx, Xxrwxxx & Xhibxxxxx, XXP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners or members of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of Restricted Stock for Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Common Shares (other than under the circumstances described in Section 4 hereof)Sections 4, the Purchaser 5 or 6) owned by a Holder, such Holder shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx Xxxxx L.L.P. or Xxxxxx, Hall & Xxxxxxx LLP shall be satisfactory for this purpose) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may Holder shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution transfer by the Investor to an Affiliate of the Investor. Notwithstanding the foregoing and subject to the restrictions contained in Section 22, Preferred Shares or Common Shares owned by a partnership Holder may not be transferred to its partners a Competitor (as such term is defined in the Second Amended and Restated Investor Rights Agreement, by and among the Company, SeaChange, LGIV and Summit, dated on or by a limited liability company around the date hereof, as amended and/or restated from time to its memberstime). Each certificate of Restricted Stock for Preferred Shares or Common Shares transferred as above provided shall bear the legend set forth in Section 2Legend, unless except that such certificate shall not bear the Legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend Legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock (other than under the circumstances described in Section 4 hereof4, 5 or 6), the Purchaser Holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder Holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by a partnership to its partners or by a limited liability company to its membersmembers of such stock in respect of such interest. Each certificate for shares of Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer Transfer of any share of Restricted Stock (other than under the circumstances described in Section 4 hereof)Shares, the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transferTransfer. Each such notice shall describe the manner of the proposed transfer Transfer and, if known, the identity of the proposed transferee and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock Transfer may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may transfer stock shall be entitled to Transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by a partnership Transfer to its partners or by a limited liability company to its membersany Affiliates of the Purchasers. Each certificate of Restricted Stock representing Shares transferred as above provided shall bear the legend legends set forth in Section 22.1, unless except that such certificate shall not bear such legends if (i) such transfer Transfer is to the public in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act, but not Rule 144A) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer Transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2.2 shall not apply to securities that are not required to bear the legend legends prescribed by Section 2 2.1 in accordance with the provisions of that SectionSection 2.1.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock the Shares (other than under the circumstances described in Section 4 hereofSections 4, 5, or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may Shares shall be entitled to transfer such Restricted Stock Shares in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer in accordance with the constituent documents of the entity to one or more partners or members, or employees of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of Restricted Stock for the Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of this Warrant or any share of Restricted Stock (other than under the circumstances described in Section 4 hereof)Warrant Shares, the Purchaser Warrantholder or the holder of Warrant Shares, as the case may be, shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct or qualification under any applicable state securities law (which opinion as to state securities laws shall be at the expense of the company), whereupon the such Warrantholder or holder of such Restricted Stock may Warrant Shares shall be entitled to transfer such Restricted Stock securities in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each Warrant and each certificate of Restricted Stock for Warrant Shares transferred as above provided shall bear bear, respectively, the legend legends set forth in Section 2Paragraphs 9(a) and 9(b), unless except that such Warrant or certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section In addition, new securities shall not apply to securities that are not required to bear be issued without such legends if such legends may be properly removed under the legend prescribed by Section 2 in accordance with terms of Rule 144(k) promulgated under the provisions of that SectionSecurities Act.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for (i) a distribution by transfer to one or more partners or members of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation) or (ii) a transfer by any Investor to an affiliate or an entity controlled by, controlling or under common control with such Investor. Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (iA) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (iiB) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares, Warrants or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares, Warrants or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Common Stock (other than under the circumstances described in Section 4 hereof4), the Purchaser holder thereof shall give written notice to the Company company of its his intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and the name and address of the record purchaser and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted for Common Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) based upon the opinion of counsel referred to above, such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities ActAct and applicable state securities laws. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares, Warrants, Warrant Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 5, 6 or 7), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners shareholders or by a limited liability company to its membersshareholder or an affiliated corporation (in the case of a transferor that it is a corporation). Each certificate of Restricted Stock for Preferred Shares, Warrants, Warrant Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 23, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and or any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 4 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 3 in accordance with the provisions of that Section.

Notice of Proposed Transfer. (a) Prior to any proposed transfer Transfer of any share of Restricted Stock Shares (other than under a Transfer approved by each of CP III and Xxxxx Xxxxxx IX, a Transfer to an Affiliate of a Stockholder, a Transfer made in connection with an offering of securities pursuant to the circumstances described in exercise of a Stockholder’s registration rights or a distribution contemplated by clause (y) of Section 4 hereof2 above), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transferTransfer as soon as reasonably practicable. Each such notice shall describe the manner of the proposed transfer Transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer Transfer of the Restricted Stock Shares may be effected without registration under the Securities Act, whereupon whereupon, subject to Sections 2 and 4, the holder of such Restricted Stock may transfer Shares shall be entitled to Transfer such Restricted Stock Shares in accordance with the terms of its notice; PROVIDED. To the extent applicable, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each each certificate of Restricted Stock transferred for Shares Transferred as above provided shall bear a legend to the legend set forth in Section 2effect that such Shares are unregistered under the Securities Act and may not be Transferred unless the Shares have been registered under the Securities Act or an exemption from registration is available, unless (i) such transfer Transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer Transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Series B Preferred Stock (other than under the circumstances described in Section 4 hereof)or Series C Preferred Stock or Registrable Securities, the Purchaser Holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may Holder shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its this notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted for Series B Preferred Stock or Series C Preferred Stock or Registrable Securities transferred as above provided shall bear the legend set forth in Section 22 hereof, unless (i) except that such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale without registration under the Securities Act) or (ii) certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 hereof in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of --------------------------- any share shares of Restricted Stock (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx or Xxxx and Xxxx shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVER-------- however, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer for no ------- consideration (a) to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or (b) to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate for shares of Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock or Original Stockholders Stock, as the case may be, (other than under the circumstances described in Section 4 4, 5, or 6 hereof), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock or Original Stockholders Stock, as the case may be, may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock or Original Stockholders Stock, as the case may be, shall be entitled to transfer such Restricted Stock or Original Stockholders Stock, as the case may be, in accordance with the terms of its noticenotice but subject always to the terms of the Stockholders Agreement; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation shall be required if such notice shall cover a distribution by any New Investor that is a partnership to its partners or by a limited liability company to its partners or members. Each certificate of for Restricted Stock or Original Stockholders Stock, as the case may be, transferred as above provided shall bear the a legend substantially as set forth in Section 2, unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock --------------------------- Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation --------- ------- of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock (other than under the circumstances described in Section 4 hereofSections 2.3, 2.4 or 2.5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an a written opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxxx Procter LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled under the securities laws to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership to its partners transferor that is a partnership), one or by more members of the transferor (in the case of a transferor that is a limited liability company company) or to its membersan affiliated corporation (in the case of a transferor that is a corporation); and further provided, however, that any such transfer shall comply with any other applicable contractual obligations, including those set forth in the LLC Agreement. Each certificate representing shares of Restricted Stock transferred as above provided shall bear the legend set forth in Section 22.1, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the written opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2.2 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 2.1 in accordance with the provisions of that SectionSection 2.1.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock --------------------------- Preferred Shares, Conversion Shares or Warrant Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by -------- ------- to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares, Conversion Shares or Warrant Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock (other than under the circumstances described in Section 4 4, Section 5 or Section 5 hereof), the Purchaser holder thereof shall give written notice to the Company or its transfer agent of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, except as provided below, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Company, to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the such holder of such Restricted Stock may shall be entitled to transfer such Restricted Stock securities in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation shall be required that, if such notice shall cover transfer is a distribution private sale, such transferee agrees, in a writing delivered to the Company. To be bound by a partnership the terms hereof to the same extent as if an original party hereto. Such shares may be distributed by the Purchaser to its partners and may be sold in accordance with Rules 144 or by 144A under the Securities Act without an opinion of counsel; provided that, in the case of a limited liability company sale, the Company shall have received such information as the Company may request to its membersprovide it with reasonable assurance that the provisions of Rules 144 or 144A have been satisfied. Each certificate for shares of Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not hear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee transferees and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. (a) Prior to any proposed sale or other transfer of any share of Restricted Stock Securities (other than under the circumstances described in Section 4 hereof3.4 or 3.5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such sale or other transfer. Each such notice shall describe the manner of the proposed sale, or other transfer and, if requested by the Company, Company shall be accompanied by either (i) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed sale or other transfer of the Restricted Stock may be effected without registration under the Securities ActAct or (ii) a "no action" letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Stock may share shall be entitled to transfer such Restricted Stock share in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of for Restricted Stock Securities transferred as above provided shall bear the appropriate restrictive legend set forth in Section 23.1, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) ), or (ii) the opinion of counsel or "no-action" letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act or that such legend is not required to establish compliance with any provisions of the Securities Act. The Notwithstanding any other provision hereof, the restrictions provided for in this Section 3.2 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 3.1 in accordance with the provisions of that Section. The Company will not unreasonably refuse to accept an opinion of counsel required hereby signed by counsel for a Shareholder.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Shares (other than under the circumstances described in Section 4 hereofor Section 5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxx & Bird LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferee (in the case of a partnership transferee that is a partnership) or to its partners or by an Affiliated corporation (in the case of a limited liability company to its memberstransferee that is a corporation). Each certificate of Restricted Stock for Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 or Rule 144A of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section Sections 4 hereofor 5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Testx, Xxrwxxx & Xhibxxxxx xxxll be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Delano Common Stock (other than under the circumstances described in Section 4 hereof)pursuant to an effective registration statement, the Purchaser holder thereof shall give written notice to the Company Delano of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyDelano, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Delano to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and applicable state securities laws, whereupon whereupon, if such proposed transfer is otherwise in accordance with the terms hereof and any "Affiliate Letter" executed by such holder, the holder of such Restricted Stock may security shall be entitled to transfer such Restricted Stock security in accordance with the terms of its notice; PROVIDED. If requested by Delano, HOWEVERa transferee of Delano Common Stock (other than Delano Common Stock sold pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144) will execute, that no as a condition of such opinion or transfer, an agreement to be bound by this Agreement in a form acceptable to Delano and provide such other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its membersinformation and representations as Delano may reasonably request. Each certificate of Restricted for Delano Common Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the CompanyDelano) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities ActAct and applicable state securities laws. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of the Restricted Stock (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (and at the Company’s sole expense) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may shall be entitled to transfer such Restricted Stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer in accordance with the constituent documents of the entity to one or more partners or members, or employees of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of for the Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Buyer Shares by any Seller, such Holder (other than under the circumstances described in Section 4 hereof), the Purchaser as hereinafter defined) thereof shall give written notice to the Company Buyer of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyBuyer, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Buyer to the effect that the proposed transfer of the Restricted Stock Buyer Shares may be effected without registration under the Securities ActAct or under any applicable blue sky or state securities laws, whereupon the holder Holder of such Restricted Stock may shares shall be entitled to transfer such Restricted Stock Buyer Shares in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no Buyer agrees not to request such an opinion or other documentation of counsel for a transfer by any Seller to an "affiliate" of such Seller so long as such transferee makes representations and warranties to Buyer substantially in the form of those contained in Article II hereof. The term "affiliate" shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its membershave the meaning set forth in the rules and regulations promulgated under the Securities Act. Each certificate of Restricted Stock for Buyer Shares transferred as above provided shall bear the legend set forth in Section 2Article III, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the CompanyBuyer) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in For purposes of this Section Article III, the term "Holder" shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions mean any holder of that Sectionshares of Buyer Shares.

Notice of Proposed Transfer. Prior to any proposed transfer of --------------------------- any share of Restricted Stock or Warrants (other than under the circumstances described in Section 4 hereof), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock or Warrants may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may or Warrants shall be entitled to transfer such Restricted Stock or Warrants in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of for Restricted Stock or Warrants transferred as provided above provided shall bear the legend set forth referred to in Section 2, unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply Whenever a holder of Restricted Stock or Warrants is able to securities demonstrate to the Company (and its counsel) that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that SectionRule 144(k) of the Securities Act are available to such holder without limitation, such holder of Restricted Stock shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend referred to in Section 2.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Preferred Shares, Conversion Shares, BMS Originally Issued Common Shares or Founders Stock (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxxx Procter LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by a partnership transfer to its partners one or by a limited liability company to its membersmore Affiliates of the transferor. Each certificate of Restricted for Preferred Shares, Conversion Shares, BMS Originally Issued Common Shares or Founders Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior Except for bona fide --------------------------- pledges, prior to any proposed transfer of any share shares of Restricted Registrable Stock (other than to a Permitted Transferee as described in Section 3.01 or under the circumstances described in Section 4 hereofSections 2.03 or 2.04), the Purchaser Holder thereof shall give written notice to the Company of its such Holder's intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, and shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Registrable Stock may shall be entitled to transfer such Restricted Registrable Stock as set forth in accordance with the terms of its such notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted for Registrable Stock transferred as above provided shall bear the legend set forth in the last paragraph of Section 22.01(a), unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2.02 shall not apply to securities that are not required to bear the legend prescribed by Section 2 2.01(a) in accordance with the provisions of that SectionSection 2.01.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Registrable Securities (other than under the circumstances described in Section 4 hereofSections 3 or 4), the Purchaser Holder thereof shall give written notice to the Company Corporation of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyCorporation, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Corporation to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may Holder shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by a partnership transfer to its partners or by a an affiliated corporation, partnership, limited liability company to its memberscompanpy or limited liability partnership. Each certificate of Restricted Stock for Shares transferred as above provided shall bear an appropriate restrictive legend required under the Securities Act, except that such certificate shall not bear such legend set forth in Section 2, unless if: (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) ); or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the CompanyCorporation) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Sectionsuch legend.

Notice of Proposed Transfer. Prior to any proposed transfer of --------------------------- any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereof5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, (a) that no such -------- opinion or other documentation of counsel shall be required if such notice for a transfer to one or more partners of the transferor (in the case of a transferor that is a partnership) or to an affiliated corporation (in the case of a transferor that is a corporation) and (b) nothing in this Agreement shall cover a distribution by a partnership to its partners or by a limited liability company to its memberssupersede the restrictions on transfer and other limitations set forth in the Subscription Agreement dated as of this date between the Company and each of you. Each certificate of Restricted Stock for any Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above the Company is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. The provisions of this Section 3 shall terminate upon the effective date of an initial public offering of shares of the Common Stock.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted --------------------------- TranSwitch Common Stock (other than under the circumstances described in Section 4 hereof)pursuant to an effective registration statement, the Purchaser holder thereof shall give written notice to the Company TranSwitch of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyTranSwitch, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company TranSwitch to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and applicable state securities laws, whereupon whereupon, if such proposed transfer is otherwise in accordance with the terms hereof, the holder of such Restricted Stock may security shall be entitled to transfer such Restricted Stock security in accordance with the terms of its notice; PROVIDED. If requested by TranSwitch, HOWEVERa transferee of TranSwitch Common Stock (other than TranSwitch Common Stock sold pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144) will execute, that no as a condition of such opinion or transfer, an agreement to be bound by this Agreement in a form acceptable to TranSwitch and provide such other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its membersinformation and representations as TranSwitch may reasonably request. Each certificate of Restricted for TranSwitch Common Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the CompanyTranSwitch) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities ActAct and applicable state securities laws. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Quest Shares, Preferred Shares, Conversion Shares or Warrant Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Quest Shares, Preferred Shares, Conversion Shares or Warrant Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of --------------------------- any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereof5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, (a) that no such opinion or other documentation of counsel shall be required if such notice for a transfer to one or more partners of the transfer or (in the case of a transferor that is a partnership) or to an affiliated corporation (in the case of a transferor that is a corporation) and (b) nothing in this Agreement shall cover a distribution by a partnership to its partners or by a limited liability company to its memberssupersede the restrictions on transfer and other limitations set forth in the Subscription Agreement dated as of this date between the Company and each of you. Each certificate of Restricted Stock for any Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above the Company is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. The provisions of this Section 3 shall terminate upon the effective date of an initial public offering of shares of the Common Stock.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Securities (other than under the circumstances described in Section 4 7 hereof), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration or qualification under the Securities Act, or any other Federal or state securities or blue sky law, whereupon the such holder of such Restricted Stock may shall be entitled to transfer such Restricted Stock securities in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution transfer by a partnership to its partners or by a limited liability company to its members. Each certificate holder of Restricted Stock Securities to a Permitted Transferee. All Restricted Securities transferred as above provided shall bear the legend legends set forth in Section 28, unless except that such securities shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the 7 Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. (a) Prior to any proposed transfer of any share of Restricted Stock (other Registrable Securities(other than under the circumstances described in Section 4 4, 5 or 6 hereof), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied at the expense of such holder by an opinion of counsel in form, scope and substance reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock Registrable Securities may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may Registrable Securities shall be entitled to transfer such Restricted Stock Registrable Securities in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation shall -------- ------- be required if such notice shall cover a distribution transfer by any Investor that is a partnership to its partners or a transfer by any Investor to any of its affiliates so long as such transferee acknowledges in a limited liability company writing reasonably satisfactory to its membersthe Company that such Registrable Securities shall remain subject to this Section 3 and so long as the Company is reasonably satisfied that such transfer will not violate applicable securities laws. Each certificate of Restricted Stock for Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Testx, Xxrwxxx & Xhibxxxxx xxxll be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 or Rule 144A (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Registrable Securities (other than under the circumstances described in Section 4 Sections 1, 2 or 3 hereof), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Companycompany, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by a partnership transfer to its one or more partners or by retired partners of the transferor (in the case of a limited liability company transferor that is a partnership), a beneficiary of the transferor (in the case of a transferor that is a trust), or to its membersa stockholder or an affiliated corporation of the transferor (in the case of a transferor that is a trust), or to a stockholder or an affiliated corporation of the transferor (in the case of a transferor that is a corporation). Each certificate of Restricted Stock for Registrable Securities transferred as above provided shall bear the legend set forth in Section 215, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 16 shall not apply to securities that are not required to bear the legend prescribed by Section 2 15 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer (i) to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or (ii) to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock --------------------------- Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereof4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxxx Xxxxx shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for -------- ------- a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 22 above, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Testx, Xxrwxxx & Xhibxxxxx xxxll be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners an affiliated corporation or by a limited liability company to its members(in the case of a transferor that is a corporation or limited liability company). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed --------------------------- transfer of any share of Restricted Stock Registrable Securities (other than under the circumstances described in Section 4 hereofSections 4.01, 4.02 or 4.03), the Purchaser Holder thereof shall give written notice to the Company Registrant of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyRegistrant, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Registrant to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder Holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be -------- ------- required if such notice shall cover for a distribution by transfer to an Affiliate of a partnership to its partners or by a limited liability company to its memberstransferor. Each certificate or other instrument evidencing shares of Restricted Stock Registrable Securities transferred as above provided shall bear a legend setting forth that the security has not been registered under the Securities Act and may not be transferred unless it has been registered under the Securities Act or an exemption from registration is available, except that such certificate or other instrument shall not bear such legend set forth in Section 2, unless if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the CompanyRegistrant) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock (other than under the circumstances described in Section 4 hereof)Common Shares, the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may Common Shares shall be entitled to transfer such Restricted Stock Common Shares in accordance with the terms of its notice, subject in any event to the restrictions in this Section 5; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Common Shares transferred as above provided shall bear the legend set forth in Section 25(a)(i), unless except that such certificate shall not bear such legend if (ix) such transfer is to the public in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (iiy) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 5(b) shall not apply to securities that are not required to bear the legend prescribed by Section 2 5(a)(i) in accordance with the provisions of that SectionSection 5(a).

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Warrants or Warrant Shares (other than under the circumstances described in Section 4 hereof4), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners or members of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of Restricted Stock for Warrants or Warrant Shares transferred as provided above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Registrable Securities (other than under the circumstances described in Section 4 hereofSections 2.2, 2.3, 2.4 or pursuant to Rule 144 (or any other rule permitting public sale without registration under the Securities Act)), the Purchaser Holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, and shall be accompanied by an opinion of counsel reasonably in form and substance satisfactory to the Company and its counsel to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may Holder shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its noticenotice and this Agreement; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more current or former partners or members of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company to its memberscompany, respectively). Each certificate of Restricted Stock for Registrable Securities transferred as provided above provided shall bear the legend legends set forth in Section 25.2 of the Second Amended and Restated Shareholders Agreement, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx Xxxx LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners or members of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation or entity (in the case of a transferor that is a corporation or other entity). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. (a) Prior to any proposed transfer or other disposition of any share of Restricted Stock Registrable Security (other than under the circumstances described in Section 4 hereof2), the Purchaser holder thereof shall give written notice to the Company Goldleaf of its intention to effect such transferdo so. Each such notice shall describe the manner of the proposed transfer or disposition and, if requested by the CompanyGoldleaf and except as provided below, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Goldleaf to the effect that the proposed transfer of the Restricted Stock transaction may be effected without registration under the Securities ActAct and applicable state securities laws, whereupon the holder shall be entitled to transfer or otherwise dispose of such Restricted Stock may transfer such Restricted Stock Registrable Security in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted Stock for Registrable Securities transferred as provided above provided shall bear the legend set forth in Section 23, unless except that such certificate shall not bear such a legend (iand the restrictions on transfer set forth in this Agreement shall not apply) if (a) such transfer is to the public in accordance with the provisions of Rule 144 under the Securities Act (or any other rule permitting Public Sale without registration under the Securities ActAct permitting public sale without registration thereunder) or (iib) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the CompanyGoldleaf) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities ActAct or any applicable state securities law. The restrictions provided for Notwithstanding anything in this Section shall Agreement to the contrary, Goldleaf will not apply require opinions of counsel for transactions made pursuant to securities that are not required to bear the legend prescribed by Section 2 in accordance Rule 144 unless, after consultation with the provisions of holder that Sectionintends to engage in such transaction, Goldleaf has a reasonable basis for believing that such disposition may not be made pursuant to Rule 144.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock ---------------------------- Preferred Shares, Warrants or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel ------------------ shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares, Warrants or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if: (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Preferred Shares, Conversion Shares, Stockholder Shares, the Common Stock Warrant, or the Common Stock Warrant Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company Corporation of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyCorporation, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Corporation to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted for Preferred Shares, Conversion Shares, Stockholder Shares, the Common Stock Warrant, or the Common Stock Warrant Shares, transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the CompanyCorporation) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to Each Stockholder agrees that it will not, directly or indirectly, make or solicit any proposed transfer of Sale of, or create, incur or assume any Encumbrance with respect to, any share of Restricted 8% Preferred Stock (other than under the circumstances described in Section 4 hereof)or Conversion Stock held by such Stockholder unless, prior to any such action, the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transferintention. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities 1933 Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an Affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted for 8% Preferred Stock or Conversion Stock transferred as above provided shall bear the legend set forth in Section 23.02, unless except that such certificate shall not bear the first paragraph of such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 or Rule 144A (or any other rule permitting Public Sale public sale without registration under the Securities Act1933 Xxx) or xx (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities 1933 Act. The restrictions provided for in this Section 3.03 shall not apply to securities that which are not required to bear the first paragraph of the legend prescribed by Section 2 3.02(a) in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to Each Stockholder agrees that it will not, directly or indirectly, make or solicit any proposed transfer of Sale of, or create, incur or assume any Encumbrance with respect to, any share of Restricted 8% Preferred Stock (other than under the circumstances described in Section 4 hereof)or Conversion Stock held by such Stockholder unless, prior to any such action, the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transferintention. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities 1933 Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an Affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted for 8% Preferred Stock or Conversion Stock transferred as above provided shall bear the legend set forth in Section 23.02, unless except that such certificate shall not bear the first paragraph of such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 or Rule 144A (or any other rule permitting Public Sale public sale without registration under the Securities Act1000 Xxx) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities 1933 Act. The restrictions provided for in this Section 3.03 shall not apply to securities that which are not required to bear the first paragraph of the legend prescribed by Section 2 3.02(a) in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares, Conversion Shares or Registrable Securities (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no any transferee shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such opinion or other documentation shall be required if such notice shall cover a shares for its own account, for investment purposes and without any view to distribution by a partnership to its partners or by a limited liability company to its membersthereof. Each certificate of Restricted Stock for Preferred Shares, Conversion Shares or Registrable Securities transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed --------------------------- transfer of any share of Restricted Stock or Preferred Stock (other than under the circumstances described in Section 4 hereofSections 6.03, 6.04 or 6.05), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that the opinion of any of Xxxxx, Xxxxxxx & Thibeault, Hutchins, Xxxxxxx & Xxxxxxx or Xxxxxxxxxxx & Xxxxxxxx shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVER-------- however, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by a partnership transfer, ------- without receipt of consideration, to its partners or by a limited liability company to its membersan Affiliate. Each certificate of for Restricted Stock or Preferred Stock transferred as above provided shall bear the legend set forth in Section 26.01, unless except that such certificate shall not bear such legend if (ia) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (iib) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 6.02 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 6.01 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior Except as provided below, prior to any proposed transfer of any share of Restricted Stock Securities (other than transfers of Registrable Securities under the circumstances described in Section 4 or Section 5 hereof), the Purchaser holder thereof shall give written notice to the Company of its such holder's intention to effect such transfer, it being understood that written notice of such proposed transfer given by the holder of Restricted Securities to the transfer agent for equity interests of the Company shall be deemed to satisfy this notice requirement. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, except as provided below, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Company, to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the such holder of such Restricted Stock may shall be entitled to transfer such Restricted Stock securities in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall . Such Restricted Securities may be required if such notice shall cover a distribution distributed by a partnership any Investor to its partners partners, members or by stockholders without prior notice to the Company and without an opinion of counsel, and may be sold in accordance with Rules 144 or 144A under the Securities Act without an opinion of counsel, provided that, in the case of a limited liability company sale, the Company shall have received such information as the Company may request to its membersprovide it with reasonable assurance that the provisions of Rules 144 or 144A have been satisfied. Each certificate of certificate, if any, for Restricted Stock Securities transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share shares of Restricted Registrable Stock (other than to a Subsidiary Transferee or pursuant to a Third Party Offer or under the circumstances described in Section 4 hereofSections 5.03, 5.04 or 5.05), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Registrable Stock may shall be entitled to transfer such Restricted Registrable Stock in accordance with the terms of its notice, subject in any event to the restrictions in Article IV; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an Affiliated corporation (in the case of a limited liability company transferor that is a corporation), subject in any event to its membersthe restrictions in Article IV. Each certificate of Restricted for Registrable Stock transferred as above provided shall bear the legend set forth in Section 25.01(a)(ii), unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 5.02 shall not apply to securities that are not required to bear the legend prescribed by Section 2 5.01(a)(ii) in accordance with the provisions of that SectionSection 5.01.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of the Restricted Stock (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may shall be entitled to transfer such Restricted Stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer in accordance with the constituent documents of the entity to one or more partners or members, or employees of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of for the Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share Shares of Restricted Preferred Stock or Common or Preferred Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6 or under the Evergreen Registration), the Purchaser holder thereof shall give written notice to the Company of its the holder's intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer andtransfer, and if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted for Preferred Stock or Common or Preferred Conversion shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Preferred Stock, Conversion Shares or Restricted Stock (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company delivered in form reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of for Preferred Stock, Conversion Shares or Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Parent Common Stock (other than under the circumstances described in Section 4 hereof)pursuant to an effective registration statement, the Purchaser holder thereof shall give written notice to the Company Parent of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the CompanyParent, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company Parent to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and applicable state securities laws, whereupon whereupon, if such proposed transfer is otherwise in accordance with the terms hereof and any "Affiliate Letter" executed by such holder, the holder of such Restricted Stock may security shall be entitled to transfer such Restricted Stock security in accordance with the terms of its notice; PROVIDED. If requested by Parent, HOWEVERa transferee of Parent Common Stock (other than Parent Common Stock sold pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144) will execute, that no as a condition of such opinion or transfer, an agreement to be bound by this Agreement in a form acceptable to Parent and provide such other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its membersinformation and representations as Parent may reasonably request. Each certificate of Restricted for Parent Common Stock transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.of

Notice of Proposed Transfer. Prior to any proposed transfer of any share shares of Restricted Registrable Stock (other than to a Subsidiary Transferee or pursuant to a Third Party Offer or under the circumstances described in Section 4 hereofSections 5.03, 5.04 or 5.05), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Registrable Stock may shall be entitled to transfer such Restricted Registrable Stock in accordance with the terms of its notice, subject in any event to the restrictions in Article IV; PROVIDED, HOWEVER, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an Affiliated corporation (in the case of a limited liability company transferor that is a corporation), subject in any event to its membersthe restrictions in Article IV. Each certificate of Restricted for Registrable Stock transferred as above provided shall bear the legend set forth in Section 25.01(a)(ii), unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 5.02 shall not apply to securities that are not required to bear the legend prescribed by Section 2 5.01(a)(ii) in accordance with the provisions of that SectionSection 5.01.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Preferred Stock or Conversion Stock (other than under the circumstances described in Section 4 hereofSections 2.3, 2.4 or 2.5), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an a written opinion of counsel reasonably satisfactory to the Company (it being agreed that Testx, Xxrwxxx & Xhibxxxxx, XXP and Kirkxxxxxxx & Xockxxxx XXX shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled under the securities laws to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership to its partners transferor that is a partnership), one or by more members of the transferor (in the case of a transferor that is a limited liability company corporation) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of Restricted for Preferred Stock or Conversion Stock transferred as provided above provided shall bear the legend set forth in Section 22.1, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the written opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2.2 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 2.1 in accordance with the provisions of that SectionSection 2.1.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Registrable Stock (other than under the circumstances described in Section 4 Sections 4, 5 or 6 hereof), ) the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied accomplished by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Vinsxx & Xlkixx X.X.P. shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership to its partners transferor that is a corporation or by a limited liability company to its memberspartnership). Each certificate of Restricted for Registrable Stock transferred as above provided shall bear the legend set forth in Section 22 hereof, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock or Founders Stock (other than under the circumstances described in Section 4 4, 5 or 6 hereof), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Kalow, Springut & Xxxxxxxx shall be satisfactory) to the effect that the proposed transfer of the Founders Stock or Restricted Stock Stock, as the case may be, may be effected without registration under the Securities Act, whereupon the holder of such Founders Stock or Restricted Stock Stock, as the case may be, may transfer such Founders Stock or Restricted Stock Stock, as the case may be, in accordance with the terms of its notice; PROVIDED, HOWEVERprovided, however, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Founders Stock or Restricted Stock Stock, as the case may be, transferred as above provided shall bear the legend set forth in Section 2, unless (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of ---------------------------------------- any share shares of Restricted Registrable Stock (other than to a Permitted Transferee or under the circumstances described in Section 4 hereofSections 2.03 or 2.04), the Purchaser holder thereof shall give written notice to the Company of its such Holder's intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Registrable Stock may shall be entitled to transfer such Restricted Registrable Stock in accordance with the terms of its such notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted for Registrable Stock transferred as above provided shall bear the legend set forth in Section 22.01(a), unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (( other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2.02 shall not apply to securities that are not required to bear the legend prescribed by Section 2 2.01(a) in accordance with the provisions of that SectionSection 2.01.

Notice of Proposed Transfer. Prior to any proposed transfer Transfer of any share of Restricted Stock (other than under the circumstances described in Section 4 hereof)Shares, the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transferTransfer. Each such notice shall describe be in the manner of the proposed transfer form prescribed in Section 3.1(b)(i) and, if requested by the Company, shall be accompanied by either. (a) an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock Transfer may be effected without registration under the Securities ActAct or (b) a “no action” letter from the Commission to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice, but subject to Article 3; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for (i) a transfer by an Investor pursuant to Section 3.2 herein or (ii) a distribution by to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners a stockholder or by member (or equivalents) of the transferor (in the case of a transferor that is a corporation, a limited liability company to its membersor an equivalent) in each case in respect of the beneficial interest of such partner, member, stockholder (or equivalent stakeholder). Each certificate of Restricted Stock for Shares transferred as above provided shall bear the appropriate restrictive legend set forth in Section 24.1, unless except that such certificate shall not bear such legend if (iy) such transfer Transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (iiz) the opinion opinion-of counsel or “no-action” letter referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale without registration under the Securities Act. The restrictions provided for in this Section shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.subsequent

Notice of Proposed Transfer. Prior to any proposed transfer of --------------------------- any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be -------- ------- required if such notice shall cover for a distribution by transfer to one or more partners of the transferor (in the case of a partnership transferor that is a partnership) or to its partners or by an affiliated corporation (in the case of a limited liability company to its memberstransferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Preferred Shares or Conversion Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company (it being agreed that Xxxxx, Xxxxxx-Xxxxx & Xxxxxxxxx, P.C. shall be satisfactory) to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners or members of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of Restricted Stock for Preferred Shares or Conversion Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in It shall be a condition precedent to any transfer of Shares under this Section 3 that the transferee shall not apply agree in writing to securities that are not required to bear be bound by the legend prescribed terms and conditions of this Agreement by Section 2 executing a counterpart hereto. Any transfer or attempted transfer of Shares in accordance with the provisions violation of that Sectionthis Agreement shall be void.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock Warrant Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may stock shall be entitled to transfer such Restricted Stock stock in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer to one or more partners of the transferror (in the case of a partnership transferror that is a partnership) or to its partners or by a limited liability company to its membersan affiliate of the holder. Each certificate of Restricted Stock for Warrant Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not be such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock (other than under the circumstances described in Section 4 hereof)Warrant, the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Stock may Warrant shall be entitled to transfer such Restricted Stock Warrant in accordance with the terms of its notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted Stock for Exercise Shares granted under Warrants transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 or Rule 144A (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock (--------------------------- Common Shares other than under the circumstances described in Section 4 hereof)pursuant to an effective registration statement, the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct whereupon, whereupon if such proposed transfer is otherwise in accordance with the terms of Section 2 hereof and any "Affiliate Letter" executed by such holder, the holder of such Restricted Stock may security shall be entitled to transfer such Restricted Stock security in accordance with the terms of its notice; PROVIDED. If requested by the Company, HOWEVERa transferee of Common Shares which remain Restricted Stock hereunder will execute, that no as a condition of such opinion or transfer, an agreement to be bound by this Agreement in a form acceptable to the Company and provide such other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its membersinformation and representations as the Company may reasonably request. Each certificate of Restricted Stock for Common Shares transferred as above provided shall bear the legend set forth in Section 23, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 4 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 3 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share of Restricted Stock the Shares (other than under the circumstances described in Section 4 hereofSections 4, 5 or 6), the Purchaser holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities ActAct and any applicable state securities laws, whereupon the holder of such Restricted Stock may Shares shall be entitled to transfer such Restricted Stock Shares in accordance with the terms of its notice; PROVIDEDprovided, HOWEVERhowever, that no such opinion or other documentation of counsel shall be required if such notice shall cover for a distribution by transfer in accordance with the constituent documents of the entity to one or more partners or members, or employees of the transferor (in the case of a transferor that is a partnership to its partners or by a limited liability company company, respectively) or to its membersan affiliated corporation (in the case of a transferor that is a corporation). Each certificate of Restricted Stock for the Shares transferred as above provided shall bear the legend set forth in Section 2, unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Notice of Proposed Transfer. Prior to any proposed transfer of any share --------------------------------------- shares of Restricted Registrable Stock (other than to a Permitted Transferee or under the circumstances described in Section 4 hereofSections 2.03 or 2.04), the Purchaser holder thereof shall give written notice to the Company of its such Holder's intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of the Restricted Stock may be effected without registration under the Securities Act, whereupon the holder of such Restricted Registrable Stock may shall be entitled to transfer such Restricted Registrable Stock in accordance with the terms of its such notice; PROVIDED, HOWEVER, that no such opinion or other documentation shall be required if such notice shall cover a distribution by a partnership to its partners or by a limited liability company to its members. Each certificate of Restricted for Registrable Stock transferred as above provided shall bear the legend set forth in Section 22.01(a), unless except that such certificate shall not bear such legend if (i) such transfer is to the public in accordance with the provisions of Rule 144 of the Securities Act (or any other rule permitting Public Sale public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate Affiliate of the Company) would be entitled to transfer such securities in a Public Sale public sale without registration under the Securities Act. The restrictions provided for in this Section 2.02 shall not apply to securities that are not required to bear the legend prescribed by Section 2 2.01(a) in accordance with the provisions of that SectionSection 2.01.