Common use of Bring-Along Right Clause in Contracts

Bring-Along Right. In the event that a majority of the Board approves either (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or (ii) a sale of all or substantially all of the assets of the Company (such events described in subsections (i) and (ii) are referred to herein as a "Sale of the Company"), then each Investor hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (a) In the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (c) to refrain from exercising any dissenters' rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held by such Investor in such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) except for this Second Amended and Restated Voting Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such Party or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. Notwithstanding the foregoing, no Investor shall be required to vote in the manner described by this Section 6 unless the net proceeds of such Sale of the Company are to be distributed to shareholders of the Company in accordance with the Company's Amended and Restated Articles of Incorporation, as amended from time to time; provided, further, that each Investor holding Series E or Series E-1 Stock shall also not be required to vote in the manner described by this Section 6 if each then outstanding share of Series E Preferred would receive gross proceeds in an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) in such Sale of the Company pursuant to the Amended and Restated Articles of Incorporation, as amended from time to time.

Bring-Along Right. In (a) If the event that Board and the holders of a majority of the Board approves either shares of Common Stock then outstanding approve a sale of the Company and the consideration to be distributed to each BHC Holder (or its Affiliates) in respect of such sale is consistent with the limitations set forth in clauses (X), (Y) and (Z) of Section 3(b) below (each, an "Approved Sale"), each Stockholder shall vote for, consent to and take all actions required in connection with, and raise no objections to, such Approved Sale. If the Approved Sale is structured as a (i) an acquisition merger, consolidation or similar business combination, each holder of Shares shall vote in favor of the Company by another entity by means of merger, consolidation or business combination and waive any transaction dissenters' rights, appraisal rights or series of related transactions (includingsimilar rights in connection with such merger, without limitation, any reorganization, merger consolidation or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter similar business combination or (ii) a sale of all or substantially stock, each holder of Shares shall agree to sell all of his, her or its Shares and rights to acquire Shares, in each case on the assets same terms and conditions (including price) approved by the Board and applicable to all holders of the Company (such events described Common Stock then outstanding subject to Section 3(c) below, subject in subsections (ieach case to the last sentence of Section 3(b) and (ii) are referred to herein as a "Sale below. Each holder of Shares shall take all necessary or desirable actions in connection with the consummation of the Company"), then each Investor hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (a) In the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Approved Sale of as requested by the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings;. (b) The obligations of the holders of Shares with respect to vote the Approved Sale are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, each Stockholder and each holder of Shares (in personhis, by proxy her or by action by written consentits capacity as such) shall have the right to receive the same terms, as applicable) all shares conditions and form of consideration with respect to such Shares (and in the same proportion of the aggregate consideration with respect to such Approved Sale that such holder would have received if the Shares constituted all of the issued and outstanding capital stock of the Company as to which it has beneficial ownership in favor of and if such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (c) to refrain from exercising any dissenters' rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held aggregate consideration had been distributed by such Investor in such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) except for this Second Amended and Restated Voting Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such Party or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. Notwithstanding the foregoing, no Investor shall be required to vote in the manner described by this Section 6 unless the net proceeds of such Sale of the Company are to be distributed to shareholders of the Company in accordance with complete liquidation pursuant to the rights and preferences set forth in the Company's Amended and Restated Articles Certificate of Incorporation, Incorporation as amended from time in effect immediately prior to timesuch Approved Sale); provided, further, that each Investor holding Series E or Series E-1 Stock shall also not be required to vote in the manner described by this Section 6 (ii) if each then outstanding share any holders of Series E Preferred would receive gross proceeds in a class of Shares are given an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) in such Sale of the Company pursuant option as to the Amended form and Restated Articles amount of Incorporationconsideration to be received, as amended from time to time.each holder of such class of Shares shall be given the same option; and

Bring-Along Right. In For so long as the Independent Director has been elected to the Board and is then serving in such capacity and in the event that the Board, together with the holders of at least a majority of the Board Common Stock and the Series A Preferred Stock then-outstanding (voting together as a single class and on an as-converted basis), approves either (i) an acquisition of the Company by another entity by means of any one transaction or a series of related transactions transactions) a sale, transfer or disposition (includingwhether by merger, without limitationconsolidation, any reorganization, merger purchase or consolidationotherwise) that would result in the transfer to a person or group of fifty percent affiliated persons (50%) or more other than an underwriter of the outstanding voting power Company’s securities) of the Company or in which the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or (ii) a sale of all or substantially all of the assets Company’s voting capital stock not then held by such person or affiliated group of the Company persons (such events described in subsections (i) and (ii) are referred to herein as a "“Sale of the Company"”), then each Common Holder and Investor hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (a) In i. in the event such transaction is to be brought to a vote at a shareholder stockholder meeting, after receiving proper notice of any meeting of shareholders stockholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) ii. to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock (or other voting securities) of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability consummation of the Company to consummate such Sale of the Company; (c) iii. to refrain from exercising any dissenters' ’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held by such Investor in such Sale of the Company; (d) iv. to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company, which, for the avoidance of doubt, shall not affect any relationship of any such Common Holder or Investor with the Company as a liquidity provider, customer, service provider, creditor or client of the Company; and (e) v. except for this Second Amended and Restated Voting Agreement, neither any none of the parties Parties hereto nor any affiliates thereof shall deposit any shares of capital stock or other securities beneficially owned by such Party or affiliate in a voting trust or subject any such shares of capital stock or other securities to any arrangement or agreement with respect to the voting of such shares of capital stockstock or other securities. Notwithstanding the foregoing, no each Common Holder and each Investor shall not be required to vote in perform the manner obligations described by this Section 6 unless 1(e) unless: i. the net proceeds consideration to be received by the stockholders of the Company is distributed to such stockholders pursuant to the terms and conditions of Section 2 of Article IV, Division B of the Certificate and consists solely of cash and Marketable Securities (as defined below); ii. the liability of such Party under the agreement governing the Sale of the Company is several and not joint and several; iii. such Party shall have no liability under the agreement governing such Sale of the Company are to be distributed to shareholders for any breaches of the representations, warranties or covenants of any other stockholder contained therein; iv. any obligations of such Party under the agreement governing such Sale of the Company and the related escrow agreement (if any) (in accordance with each case, in its capacity as a stockholder of the Company's Amended ) shall be borne pro rata among the stockholders based on the proceeds and Restated Articles of Incorporation, as amended from time assets payable to time; provided, further, that each Investor holding Series E or Series E-1 Stock shall also not be required to vote in the manner described by this Section 6 if each then outstanding share of Series E Preferred would receive gross proceeds in an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) such Party in such Sale of the Company pursuant (other than indemnification obligations with respect to the Amended Individual Representations and Restated Articles Obligations (as defined below) given or made by such Party, which obligations shall be borne solely by such Party) and shall in no event exceed the actual proceeds and assets received by such Party in such Sale of Incorporationthe Company; v. such Party is not required to make any representations or warranties or covenants in connection with such Sale of the Company except with respect to (A) subject to the provisions of subsections (ii), (iii) and (iv) above, customary stockholder indemnities for breaches of representations, warranties, covenants and agreements, (B) such Party’s ownership of Company securities, (C) such Party’s ability to convey title thereto free and clear of any liens, encumbrances or adverse claims, (D) such Party’s ability to enter into the Sale of the Company, (E) such Party’s power and organization, including enforceability, authority and absence of consents, (F) absence of brokerage fees with respect to such Party, and (G) reasonable covenants regarding confidentiality and publicity restrictions by such Party (clauses (B) through (G), the “Individual Representations and Obligations”); and vi. if any such Party is given an option as amended from time to timethe form of consideration to be received, all other such Parties shall be given the same option.

Bring-Along Right. In the event that the Board and (X) the holders of a majority of the Board approves Series A Preferred Stock (voting as a separate class) and (Y) the holders of a majority of the Series B Preferred Stock (voting as a separate class) (such holders of a majority of the Series A Preferred Stock and a majority of the Series B Preferred Stock collectively referred to as, the “Required Holders”) approve either (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or (ii) a sale of all or substantially all of the assets of the Company (such events described in subsections (i) and (ii) are referred to herein as a "“Sale of the Company"”), then each Series B Investor, Series A Investor and Common Holder hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (a) In the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (c) to refrain from exercising any dissenters' ’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held by such Investor in such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and; (e) except for this Second Amended and Restated Voting Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such Party or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. ; and (f) Notwithstanding the foregoing, no Series B Investor, Series A Investor or Common Holder shall be required to vote in the manner described by this Section 6 5 unless the net proceeds of such Sale of the Company are to be distributed to shareholders of the Company in accordance with the Company's ’s Articles of Incorporation, as amended. In the event the Series A Investors and/or the Series B Investors exercise their redemption rights pursuant to the Amended and Restated Articles of Incorporation of the Company and the Company fails to redeem any of the shares subject to redemption in accordance with the terms thereof by the Redemption Date (as defined in the Amended and Restated Articles of Incorporation), as amended from time the Series A Investors or the Series B Investors exercising their redemption rights shall have the right to time; provided, further, that each Investor holding Series E or Series E-1 Stock shall also not be required elect to vote in the manner described by this Section 6 if each then outstanding share of Series E Preferred would receive gross proceeds in an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) in such require a Sale of the Company. In connection therewith, they shall, to the extent practicable, engage on behalf of the Company one or more investment banking or brokerage firms of national standing with experience in representing businesses engaged in the business of the Company to represent the Company and its shareholders in connection with the Sale of the Company. In the event of a Sale of the Company, all shareholders shall receive the proceeds from such transaction pursuant to the provisions of Amended and Restated Articles of Incorporation of the Company notwithstanding the prior entitlement of any holders of Preferred Stock to have their Preferred Stock redeemed pursuant to the Amended and Restated Articles of Incorporation. The investment banking firm shall be instructed to (i) prepare comprehensive marketing materials that communicate the key investment merits and focus potential purchasers on additional value-creating opportunities, as amended (ii) develop and implement an appropriate marketing strategy for the Sale of the Company (iii) identify all logical purchasers and contact key decision makers directly to ensure both confidentiality and a quick response, (iv) to the extent possible, create a sense of urgency and competition among potential purchasers, and (v) solicit bona fide, written proposals or offers from time prospective purchasers with respect to timea transaction that results in the Sale of the Company for cash and on such other terms which the investment banking firm and outside legal counsel determine in good faith, and in the exercise of reasonable judgment, to be reasonably capable of being consummated (each a “Bona Fide Offer” and collectively, the “Bona Fide Offers”). Promptly upon the investment banking firm’s receipt of Bona Fide Offers, the investment banking firm shall provide the Series A Investors, the Series B Investors and the Board with a written summary containing all of the material terms of each Bona Fide Offer, including the present value of the aggregate cash consideration that the shareholders could reasonably expect to receive in each Bona Fide Offer. Unless otherwise agreed to by the Required Holders, the Bona Fide Offer that reflects the highest present value of the aggregate cash consideration that the shareholders could reasonably expect to receive in each Bona Fide Offer (the “Superior Proposal”) shall be deemed accepted. Each Series B Investor, Series A Investor and Common Holder hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority (i) to take the actions set forth in clauses (a) – (d) of this Section 5 above to consummate the transactions contemplated by the Superior Proposal and (ii) at the election of the Series A Investors or the Series B Investors exercising their redemption rights and notwithstanding the provision of Sections 2 or 3 of this Agreement, the Amended and Restated Articles of Incorporation of the Company or otherwise to the contrary, to take all such actions requested by the Series A Investors or the Series B Investors exercising their redemption rights to cause the size of the Board to be set at three directors with (x) one director being designated by the holders of a majority of the Common Stock and (y) two directors being designated by the Series A Investors and the Series B Investors exercising their redemption rights; provided, that, if the Series A Investors and the Series B Investors exercise their redemption rights, the Series A Investors and the Series B Investors shall each (acting by a majority vote of such series) be entitled to elect one of such two directors.

Bring-Along Right. In the event that a majority the holders of more than fifty percent (50%) of the Board approves outstanding shares of Preferred Stock in the Company (voting together as a single class on an as-converted to Common Stock basis) approve either (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the shareholders stockholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or thereafter, (ii) a sale of all or substantially all of the assets of the Company Company, (such events described in subsections (i) and (ii) are referred to herein as a "“Sale of the Company"”), then each Investor Stockholder hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (a) In in the event such transaction matter is to be brought to a vote at a shareholder stockholder meeting, after receiving proper notice of any meeting of shareholders stockholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of all matters requiring the vote of the Company’s stockholders in connection with such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the CompanyCompany or Sale Event; (c) to refrain from exercising any dissenters' ’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held by such Investor in such a Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Companyor Sale Event; and (e) except for this Second Amended and Restated Voting Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such Party or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. . (f) Notwithstanding the foregoing, with respect to a Sale of the Company, no Investor Stockholder shall be required to vote in the manner described by this Section 6 5 unless the net proceeds of such Sale of the Company are to be distributed to shareholders stockholders of the Company in accordance with the Company's Amended and Restated Articles of Incorporation, as amended from time to time; provided, further, that each Investor holding Series E or Series E-1 Stock shall also not be required to vote in the manner described by this Section 6 if each then outstanding share of Series E Preferred would receive gross proceeds in an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) in such Sale of the Company pursuant to the Amended and Restated Articles of Incorporation, as amended from time to timeCertificate.

Bring-Along Right. In the event that a majority of the Board approves either (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter thereafter; or (ii) a sale of all or substantially all of the assets of the Company this corporation (such events described in subsections (i) and (ii) are referred to herein as a "“Sale of the Company")”) is approved by the Board and the holders of two-thirds of the outstanding shares of Series E Preferred Stock, then each Investor and Founder hereby agrees agree(s) with respect to all securities of the Company which it own(s) they own or otherwise exercises exercise voting or dispositive authority: (ai) In in the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (bii) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (ciii) to refrain from exercising any dissenters' ’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held by such Investor in such Sale of the Company;; and (div) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) except . Except for this Second Amended and Restated Voting Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such Party or affiliate person in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. Notwithstanding the foregoing, no Investor shall be required to vote in the manner described by this Section 6 unless the net proceeds of such Sale of the Company are to be distributed to shareholders of the Company in accordance with the Company's Amended and Restated Articles of Incorporation, as amended from time to time; provided, further, that each Investor holding Series E or Series E-1 Stock shall also not be required to vote in the manner described by this Section 6 if each then outstanding share of Series E Preferred would receive gross proceeds in an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) in such Sale of the Company pursuant to the Amended and Restated Articles of Incorporation, as amended from time to time.

Bring-Along Right. In the event that the Board of Directors of the Company (the “Board”), together with the holders of at least a majority of the Board Common Stock and the Series A Preferred Stock then-outstanding (voting together as a single class and on an as-converted basis), approves either (i) an acquisition of the Company by another entity by means of any one transaction or a series of related transactions transactions) a sale, transfer or disposition (includingwhether by merger, without limitationconsolidation, any reorganization, merger purchase or consolidationotherwise) that would result in the transfer to a person or group of fifty percent affiliated persons (50%) or more other than an underwriter of the outstanding voting power Company’s securities) of the Company or in which the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or (ii) a sale of all or substantially all of the assets Company’s voting capital stock not then held by such person or affiliated group of the Company persons (such events described in subsections (i) and (ii) are referred to herein as a "“Sale of the Company"”), then each Investor hereby agrees the Common Holder with respect to all securities of the Company which it own(s) owns or otherwise exercises voting or dispositive authority: (a) In i. in the event such transaction is to be brought to a vote at a shareholder stockholder meeting, after receiving proper notice of any meeting of shareholders stockholders of the Company to vote on the approval of a Sale of the Company, to agrees that it shall be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) to ii. agrees that it shall vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock (or other voting securities) of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability consummation of the Company to consummate such Sale of the Company; (c) to iii. agrees that it shall refrain from exercising any dissenters' ’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held by such Investor in such Sale of the Company; (d) to iv. agrees that it shall execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and (e) v. except for this Second Amended and Restated Voting Agreement, neither any of the parties hereto nor any affiliates thereof agrees that it shall not deposit any shares of capital stock or other securities beneficially owned by such Party or affiliate Common Holder in a voting trust or subject any such shares of capital stock or other securities to any arrangement or agreement with respect to the voting of such shares of capital stockstock or other securities. Notwithstanding the foregoing, no Investor the Common Holder shall not be required to vote in perform the manner obligations described by this Section 6 unless 1(a) unless: i. the net proceeds consideration to be received by the stockholders of the Company is distributed to such stockholders pursuant to the terms and conditions of Article IV.B.2 of the Certificate of Incorporation of the Company and consists solely of cash and Marketable Securities (as defined below); ii. the liability of such Common Holder under the agreement governing the Sale of the Company is several and not joint and several; iii. such Common Holder shall have no liability under the agreement governing such Sale of the Company are to be distributed to shareholders for any breaches of the representations, warranties or covenants of any other stockholder contained therein; iv. any obligations of such Common Holder under the agreement governing such Sale of the Company and the related escrow agreement (if any) (in accordance with each case, in its capacity as a stockholder of the Company's Amended ) shall be borne pro rata among the stockholders based on the proceeds and Restated Articles of Incorporation, as amended from time assets payable to time; provided, further, that each Investor holding Series E or Series E-1 Stock shall also not be required to vote in the manner described by this Section 6 if each then outstanding share of Series E Preferred would receive gross proceeds in an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) such Common Holder in such Sale of the Company pursuant (other than indemnification obligations with respect to the Amended Individual Representations and Restated Articles Obligations (as defined below) given or made by such Common Holder, which obligations shall be borne solely by such Common Holder) and shall in no event exceed the actual proceeds and assets received by such Common Holder in such Sale of Incorporationthe Company; v. such Common Holder is not required to make any representations or warranties or covenants in connection with such Sale of the Company except with respect to (A) subject to the provisions of subsections (ii), (iii) and (iv) above, customary stockholder indemnities for breaches of representations, warranties, covenants and agreements, (B) such Common Holder’s ownership of Company securities, (C) such Common Holder’s ability to convey title thereto free and clear of any liens, encumbrances or adverse claims, (D) such Common Holder’s ability to enter into the Sale of the Company, (E) such Common Holder’s power and organization, including enforceability, authority and absence of consents, (F) absence of brokerage fees with respect to such Common Holder, and (G) reasonable covenants regarding confidentiality and publicity restrictions by such Common Holder (clauses (B) through (G), the “Individual Representations and Obligations”); and vi. if any other Common Holder is given an option as amended from time to timethe form of consideration to be received, such Common Holder shall be given the same option.

Bring-Along Right. In the event that a majority the Investors holding at least sixty percent (60%) of the Board approves outstanding shares of the Preferred Stock then held by all Investors (voting on an as converted to Common Stock basis and together as a class) (the “Approving Preferred”) approve either (i) an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which the shareholders stockholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, of the voting securities, in the same relative proportions, of the successor or surviving corporation immediately thereafter or (ii) a sale of all or substantially all of the assets of the Company (such events described in subsections (i) and (ii) are referred to herein as a "“Sale of the Company"”), then each Investor and Common Holder hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority: (a) In the event such transaction is to be brought to a vote at a shareholder stockholder meeting, after receiving proper notice of any meeting of shareholders stockholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; (b) to vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company; (c) to refrain from exercising any dissenters' ’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the sale of the Investors Shares held by such Investor in such Sale of the Company; (d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the CompanyApproving Preferred; and (e) except for this Second Amended and Restated Voting Agreement, neither any of the parties Parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned by such Party or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. Notwithstanding the foregoing, no Investor or Common Holder shall be required to vote in the manner described by this Section 6 5 unless the net proceeds of such Sale of the Company are to be distributed to shareholders stockholders of the Company in accordance with the Company's Amended and Restated Articles of Incorporation, as amended from time to time; provided, further, that each Investor holding Series E or Series E-1 Stock shall also not be required to vote in the manner described by this Section 6 if each then outstanding share of Series E Preferred would receive gross proceeds in an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) in such Sale of the Company pursuant to the Amended and Restated Articles of Incorporation, as amended from time to timeCertificate.