Transfer Restrictions. The Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise encumbered in any manner other than by will or the laws of descent and distribution, unless and until the Restricted Stock have vested.

Transfer Procedure. Subject to the provisions of Section 6.3 and upon providing the Company with written notice, Holder may transfer all or part of this Warrant or the Shares issued upon exercise of this Warrant to any transferee; provided that in connection with any such transfer, Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with the name, address and taxpayer identification number of the transferee, and Holder will surrender this Warrant, or the certificates or other evidence of such Shares or other securities, to the Company for reissuance to the transferee(s) (and to Holder if applicable); and provided further, that any transferee shall make substantially the representations set forth in Section 5.1 above and shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant.

Transfer Restrictions. The Holder shall not sell, transfer, convey, or assign the Note without the Company's prior written consent; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any affiliate of the Holder who executes and delivers to the Company an acknowledgment that such affiliate agrees to be subject to, and bound by, all the terms and conditions of this Note.

Transfer Restrictions. Subject to any limitations imposed by applicable law, this Warrant may be offered for sale, sold, transferred, or assigned without the consent of the Company.

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either # registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or # eligible for resale without volume or manner-of-sale restrictions pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of the Purchase Agreement.

Notwithstanding anything to the contrary in the Purchase Agreement, during the period from the date of the Closing until the earliest to occur of # 18 months after the date of the Closing, # a Change of Control (as defined below) and # the termination of the Collaboration and License Agreement in its entirety (such period, the “Restricted Period”), Investor shall not, directly or indirectly, sell, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, transfer the economic risk of ownership of, or otherwise dispose of (each, a “Transfer”) the Purchased Shares except:

Technology Transfer. During the Technology Transfer Term, [[Party:Organization]] and Denali shall perform the obligations and roles of each Party as outlined in the Technology Transfer Plan attached hereto as Exhibit C with the intent of completing such obligations by the expiration of the Technology Transfer Term. During the Technology Transfer Term, [[Party:Organization]] shall appoint a project team leader (PTL) who shall serve as the single point of contact for Denali. Such PTL shall be made available by telephone as reasonably requested and during normal [[Party:Organization]] business hours for no more than ​, with the purpose of completing the

Transfer Taxes. The Company and YourSpace shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer and stamp taxes, any transfer, recording, registration and other fees, and any similar taxes which become payable in connection with the transactions contemplated hereby that are required or permitted to be filed on or before the Closing Date. The Company and YourSpace agree that YourSpace will pay any real property, transfer or gains tax, stamp tax, stock transfer tax, or other similar tax imposed on the transactions contemplated by this Agreement or the exchange of the Shares pursuant thereto (collectively, “Transfer Taxes”), excluding any Transfer Taxes as may result from the transfer of beneficial interests in the Shares other than as a result of the transactions contemplated under this Agreement, and any penalties or interest with respect to the Transfer Taxes. YourSpace agrees to cooperate with the Company in the filing of any returns with respect to the Transfer Taxes.

Notwithstanding rule 1.10 of the Plan: