Common use of Co-Sale Rights Clause in Contracts

Co-Sale Rights. Except in connection with a Transfer pursuant to a Public Sale, during the term of each Principal Shareholder's employment by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (10) days prior to any proposed Transfer by a Principal Shareholder, such Principal Shareholder shall give a Transfer Notice to the Investor Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Investor Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Shareholders may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder within ten (10) business days of the date of receipt of such Transfer Notice. Each Investor Shareholder shall have the right to sell to the proposed transferee(s) as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the same terms and conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholder, multiplied by a fraction, the numerator of which is the Investor Securities owned by such Investor Shareholder and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Investor Shareholders elect to participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Investor Shareholders on the terms specified in the Transfer Notice. Subject to the foregoing, the Transferring Shareholder(s) may, within sixty (60) days after the expiration of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the number of shares of Securities with respect to which the Investor Shareholders have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable to the Transferring Shareholder(s) than specified in the Transfer Notice; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor Shareholders.

Co-Sale Rights. Except 11.1 Each Initial Shareholder shall have the right to participate, on a pro rata basis, in connection with a Transfer pursuant any sale or Disposal by Shareholders (other than the Initial Shareholders) to a Public Sale, during the term of each Principal Shareholder's employment by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (10) days prior to any proposed Transfer by a Principal Shareholder, such Principal Shareholder shall give a Transfer Notice to the Investor Shareholders (which Transfer Notice may be Proposed Transferee upon the same Transfer Notice terms and conditions as that described set forth in Section 2.4 above). Upon receipt of a the Transfer Notice, if the Investor Shareholders have not exercised subject to the full extent their rights terms and conditions set forth in this clause 11. An Initial Shareholder shall exercise its right by delivering to the Transferor, within five Business Days after receipt of first refusal pursuant the Expiration Notice, written notice of its intention to Section 2.4 hereofparticipate, specifying the number of Shares such Initial Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Investor Shareholders may elect Initial Shareholder shall deliver one or more certificates representing the number of Shares which such Initial Shareholder elects to participate in the proposed Transfer by delivering written notice sell hereunder together with instruments of transfer and other documents necessary for transfer of such Shares to the Transferring Proposed Transferee, and the Transferor shall pay to such Initial Shareholder within ten (10) business days a pro rata amount of the date purchase price received from the Proposed Transferee as corresponds to the number of receipt Shares sold by such Initial Shareholder as a proportion of such Transfer Noticethe total number of Shares sold to the Proposed Transferee. Each Investor Initial Shareholder shall have the right to sell up to the proposed transferee(s) as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the same terms and conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities Shares equal to the product of (1) the number of Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholder, Shares multiplied by (2) a fraction, the numerator of which is the Investor Securities number of Shares owned by such Investor Shareholder Initial Shareholder, and the denominator of which is the sum of (i) the number of Securities Shares held by the Transferor after any exercise of the Right of First Refusal by the Initial Shareholders and (on an as converted basis including shares ii) the number of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled Shares held by all the Initial Shareholders electing to sell in Shares pursuant to this clause. In the proposed Transfer event that the balance Proposed Transferee desires to purchase a number of Shares different from the amount of the Offered Securities proposed Shares, the amount that the Proposed Transferee desires to purchase shall be so soldsubstituted for Offered Shares in the above equation for the purpose of determining each Initial Shareholder’s participation rights. If none of the Investor Initial Shareholders elect to participate in such Transferthe sale of the Offered Shares subject to the Transfer Notice, the Transferring Shareholder shall use his, her or its best efforts to obtain Transferor may complete the agreement transfer of the prospective transferee(s) to Offered Shares covered by the participation of the Investor Shareholders Transfer Notice in any accordance with clause 10.4. Any proposed Transfer transfer on terms and shall not Transfer any shares of the capital stock of the Company to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Investor Shareholders on the terms specified conditions more favourable than those described in the Transfer Notice. Subject to the foregoing, the Transferring Shareholder(s) may, within sixty (60) days after the expiration as well as any subsequent proposed transfer of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the number of shares of Securities with respect to which the Investor Shareholders have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable to the Transferring Shareholder(s) than specified in the Transfer Notice; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without Shares by the Transferor, shall again complying with all be subject to the co-sale rights of the provisions of Sections 2.4 Initial Shareholders and 2.5 hereof. Any attempt shall require compliance by a Transferring Shareholder to Transfer shares of Securities the Transferor with the procedures described in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor Shareholdersthis clause 11.

Co-Sale Rights. Except in connection with a Transfer pursuant to a Public Sale, during (a) In the term event of each Principal Shareholder's employment by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (10) days prior to any proposed Transfer (other than a Transfer which would constitute a Permitted Transfer) by a Principal Shareholdershareholder or shareholders of the Company of Shares representing a majority of the issued and outstanding shares of voting capital stock of the Company (individually or collectively, the "MAJORITY SHAREHOLDER"), the Majority Shareholder will deliver written notice of such Principal Shareholder shall give proposed sale (a Transfer Notice "SHAREHOLDER NOTICE") to the Investor Shareholders (which Transfer Notice may be Purchaser and the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer NoticePurchaser shall have the right, if but not the Investor Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereofobligation, such Investor Shareholders may elect to participate in the proposed Transfer contemplated sale by delivering written notice to the Transferring Majority Shareholder within ten no later than fifteen (1015) business days of after the date of receipt of such Transfer Shareholder Notice; PROVIDED, HOWEVER, that in no event shall a pledge of or lien or encumbrance on the Majority Shareholder's Shares to any bank or financial institution (or any resulting foreclosure or seizure of such Shares) constitute a sale of Shares by the Majority Shareholder. Each Investor Shareholder shall have If the right Purchaser elects to participate in such proposed sale, the Purchaser will be entitled and required to sell to in the proposed transferee(s) as a condition to such Transfer by the Transferring Shareholder(s)contemplated sale, at the same price per share of Securities and on the same terms and conditions as are specified in the Transfer NoticeMajority Shareholder proposes to sell, the lesser number of Shares equal to the product of: (i) the quotient determined by dividing (x) two shares (the number of Shares on an as converted a fully diluted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share outstanding and owned by the Principal Shareholders or Purchaser by (y) that the aggregate number of Securities equal to the Offered Securities (Shares on an as converted a fully diluted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) outstanding and owned by such Investor Shareholder, multiplied by a fraction, all shareholders of the numerator of which is the Investor Securities owned by such Investor Shareholder Company; and the denominator of which is (ii) the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock)Shares to be sold in the contemplated sale. The Transferring Majority Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Investor Shareholders elect to participate in such Transfer, the Transferring Shareholder shall use his, her or its best commercially reasonable efforts to obtain the agreement of the each prospective transferee(s) buyer to the participation of the Investor Shareholders Purchaser in the contemplated sale and will not sell any proposed Transfer and shall not Transfer Shares to any shares of the capital stock of the Company prospective buyer if such buyer refuses to such prospective transferee(s) unless such prospective transferee(s) allow(s) allow the participation of the Investor Shareholders on the terms specified in the Transfer Notice. Subject to the foregoing, the Transferring Shareholder(s) may, within sixty (60) days after the expiration of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the number of shares of Securities with respect to which the Investor Shareholders have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable to the Transferring Shareholder(s) than specified in the Transfer Notice; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor ShareholdersPurchaser.

Co-Sale Rights. Except in connection with Upon the occurrence of a Co-Sale Event (and after any exercise by other Stockholders and the Company of First Offer rights under Section 3.3), the Stockholder proposing to Transfer pursuant Shares to a Public SaleThird Party (the "Transferring Stockholder") shall, during at least twenty (20) days before such Transfer, deliver a notice (the term "Sale Notice") to the holders of each Principal Shareholder's employment Series A Preferred Stock and Common Stock issued upon the conversion of Series A Preferred Stock (the "Other Stockholders") specifying the identity of the Third Party and disclosing in reasonable detail the terms and conditions of the proposed Transfer. The existence of a Co-Sale Event shall be determined (and the Sale Notice shall be deliverable) only after the exercise of First Offer rights by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten Other Stockholders under Section 3.3. Within twenty (1020) days prior to any proposed Transfer by a Principal Shareholder, such Principal Shareholder shall give a Transfer Notice to after delivery of the Investor Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Sale Notice, if the Investor Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Shareholders each Other Stockholder may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder within ten (10) business days of Stockholder a notice specifying the date of receipt of such Transfer Notice. Each Investor Shareholder shall have the right to sell to the proposed transferee(s) as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the same terms and conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholder, multiplied by a fraction, the numerator of which is the Investor Securities owned by such Investor Shareholder and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Investor Shareholders elect to participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Investor Shareholders on the terms specified in the Transfer Notice. Subject to the foregoing, the Transferring Shareholder(s) may, within sixty (60) days after the expiration of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the number of shares of Securities with respect to which the Investor Shareholders have elected such Other Stockholder elects to participate, if any) exercise its right under this Section 3.5. Each participating Other Stockholder shall be entitled to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable otherwise applicable to the Transfer by the Transferring Shareholder(s) than specified Stockholders, up to a number of Shares equal to such Other Shareholder's Proportionate Amount of the aggregate number of Shares of Common Stock subject to the Transfer, assuming in each case the Transfer Noticeconversion or exchange of all securities by their terms are then convertible into or exchangeable for Shares and the exercise of all then-exercisable options, warrants, or other instruments of the Company representing the right to acquire Shares of Common Stock or such convertible or exchangeable securities; provided, thathowever, prior to any Transfer of Common Shares by a Common Shareholder to members of such transferee(s) Common Shareholder's Group for estate planning purposes shall first execute and deliver to the Company a written agreement be deemed not to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor ShareholdersCo-Sale Event.

Co-Sale Rights. Except as set forth in connection with a Transfer pursuant to a Public SaleSection 2.2 hereof, during the term of each Principal Shareholder's employment by the Company and for a period of two years following the termination of such Principal Shareholder's employment no Berkshire Stockholder may sell, assign, pledge or otherwise transfer ("Transfer") any Berkshire Securities without first complying with the Company, for any reason or without reason, at provisions of this Section 2.1. At least ten (10) 30 days prior to any proposed Transfer by such Transfer, the transferring Berkshire Stockholder (the "Transferring Stockholder") shall deliver a Principal Shareholder, such Principal Shareholder shall give a Transfer Notice written notice (the "Offer Notice") to the Investor Shareholders (which Company and to each of the Bank Stockholders holding Securities of, or Securities convertible into or exercisable for, the class, classes or series to be transferred. The Offer Notice will disclose in reasonable detail the proposed number of Securities to be transferred, the class, classes or series of such Securities, the proposed price, terms and conditions of the Transfer Notice may and the identity of the transferee. Each of the Bank Stockholders holding Securities of, convertible into or exercisable for, the class or series to be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Investor Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Shareholders transferred may elect to participate 5 -5- in the proposed Transfer contemplated sale by delivering written notice to the Transferring Shareholder Stockholder within ten (10) business 5 days after delivery of the date Offer Notice. If any of receipt the Bank Stockholders elects to participate in such sale (the "Participating Stockholders"), each of the Transferring Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale a number of Eligible Securities of such Transfer Notice. Each Investor Shareholder shall have the right to sell to the proposed transferee(s) as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the same terms and conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders class or (y) that number of Securities series equal to the Offered Securities product of (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stocki) owned by such Investor Shareholder, multiplied by a the fraction, the numerator of which is the Investor sum of the number of Eligible Securities owned of such class or series (on a fully-diluted basis) held by such Investor Shareholder Person plus the number of Eligible Securities of such class or series issuable upon the conversion or exercise of the Securities held by such Person, and the denominator of which is the aggregate number of Eligible Securities of such class or series (on an as converted basis including a fully-diluted basis) owned by (or issuable to, upon the conversion or exercise of Securities held by) the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of Eligible Securities of such class or series (on a fully-diluted basis) to be sold in the contemplated sale. For example, if the notice from the Transferring Stockholder contemplated a sale of 100 shares of Common Stock issuable upon conversion by the Transferring Stockholder and the Transferring Stockholder at such time owns 300 shares of Series A Preferred Common Stock, and if one Participating Stockholder elects to participate in such sale and such Participating Stockholder owns 200 shares of Common Stock (on a fully-diluted basis). The , such Transferring Shareholder will Stockholder would be entitled to sell in the proposed Transfer the balance 60 shares of Common Stock (300/500 x 100 shares) and such Participating Stockholder would be entitled to sell 40 shares of Common Stock (200/500 x 100 shares). Any Participating Stockholder holding Securities exercisable for Eligible Securities of the Offered Securities proposed class or series to be so soldtransferred shall be required to exercise such Securities to the extent required to hold the number of Eligible Securities to be transferred by such Participating Stockholder. If the Investor Shareholders elect to participate in such Transfer, the The Transferring Shareholder shall Stockholder will use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Shareholders Participating Stockholders in any proposed Transfer contemplated sale and shall not Transfer any shares of will transfer its Eligible Securities to the capital stock of the Company to such prospective transferee(s) unless such only if the prospective transferee(s) allow(s) allows the participation of the Investor Shareholders Participating Stockholders on the terms specified in the Transfer Notice. Subject identical to the foregoing, those agreed to by the Transferring Shareholder(s) may, within sixty (60) days after the expiration of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the number of shares of Securities with respect to which the Investor Shareholders have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable to the Transferring Shareholder(s) than specified in the Transfer Notice; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor ShareholdersStockholder.

Co-Sale Rights. Except in connection with a Transfer pursuant to a Public Sale, during the term of each Principal Shareholder's employment by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (10) days prior to any proposed Transfer by a Principal Shareholder, such Principal Shareholder shall give a Transfer Notice to the Investor Pequot Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Investor Pequot Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Pequot Shareholders may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder within ten (10) business days of the date of receipt of such Transfer Notice. Each Investor Shareholder The Pequot Shareholders shall have the right to sell to the proposed transferee(s) ), as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the same terms and conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholderthe Pequot Shareholders, multiplied by a fraction, the numerator of which is the Investor Pequot Securities owned by such Investor Shareholder and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Investor Pequot Shareholders elect to participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Pequot Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Investor Pequot Shareholders on the terms specified in the Transfer Notice. Subject to the foregoing, the Transferring Shareholder(s) may, within sixty (60) days after the expiration of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the number of shares of Securities with respect to which the Investor Pequot Shareholders have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable to the Transferring Shareholder(s) than specified in the Transfer Notice; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor Pequot Shareholders.

Co-Sale Rights. Except in connection with a Transfer pursuant There shall be disclosed to a Public Sale, during the term of each Principal Shareholder's employment Holder -------------- (i) by the Company and for a period of two years following the termination of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (10) 45 days prior to any the consummation of a change of control as defined in paragraph 7.2.1, (ii) by the Principal Stockholders a proposed Transfer transaction involving the transfer of more than 10% of the Common Stock Outstanding and (iii) by Xxxx X. Xxxxxx a Principal Shareholderproposed transaction involving the transfer of more than 10% of his shares of Common Stock Outstanding, the identity of the proposed transferee and the terms and conditions of the proposed transfer in reasonable detail. In the event of such Principal Shareholder shall give a Transfer Notice transaction the Holder may, subject to the Investor Shareholders (which Transfer Notice may be provisions of the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer NoticeStockholders Agreement, if the Investor Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Shareholders may elect to participate in the proposed Transfer transaction by delivering written notice of such election to the Transferring Shareholder Company or the Principal Stockholders or Xxxx X. Xxxxxx, or as the case may be, within ten (10) business 15 days of the date of after receipt of such Transfer Noticedisclosure. Each Investor Shareholder The Holder may participate in the transaction by selling to the transferee Warrant Shares or other shares of Common Stock then held by Holder. Holder shall have the right to sell to a number of shares of Common Stock determined by multiplying in the proposed transferee(s) as a condition to such Transfer total number of shares of Common Stock owned by the Transferring Shareholder(s)Holder (assuming exercise of all Warrants held by the Holder) by a fraction the numerator of which is the total number of shares of Common Stock to be acquired by the transferee in the transaction and the denominator of which shall be the Common Stock Outstanding in the case of the Company, the total shares owned to be transferred by the Principal Stockholders transferring shares in the case of the Principal Stockholders and the total shares owned by Xxxx X. Xxxxxx in his case. Such sale shall be at the same price per share to be received by the other selling stockholders. In the event that the transaction takes the form of Securities and on a sale of assets of the Company, the Holder shall have the right to receive the same terms and conditions as are specified in the Transfer Noticeconsideration per share, the lesser of (x) two shares (on an as converted basis including shares if any, received by other holders of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the in connection with such transaction. This paragraph shall not apply to transfers among Principal Shareholders Stockholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholder, multiplied transfers by a fraction, Principal Stockholder or Xxxx X. Xxxxxx to a member or members of their immediate families or to a trust for the numerator of which is the Investor Securities owned by such Investor Shareholder and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance account of the Offered Securities proposed to be so sold. If the Investor Shareholders elect to participate in such Transfer, the Transferring Shareholder shall use his, her transferor or its best efforts to obtain the agreement a member or members of the prospective transferee(s) to the participation of the Investor Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Investor Shareholders on the terms specified in the Transfer Notice. Subject to the foregoing, the Transferring Shareholder(s) may, within sixty (60) days after the expiration of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the number of shares of Securities with respect to which the Investor Shareholders have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable to the Transferring Shareholder(s) than specified in the Transfer Notice; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor Shareholderstransferor's immediate family.

Co-Sale Rights. Except in connection with a Transfer If Heritage determines to transfer, including without limitation any transfer pursuant to a Public Salemerger, during consolidation or other business combination of the term Company or any subsidiary with another person or entity (except pursuant to a public offering), all or a portion of each Principal Shareholder's employment the Common Stock held by it (any such transfer being referred to herein as a "Heritage Transfer Event"), Heritage shall give prior notice thereof (the "Transfer Event Notice") to the other Qualified Stockholders, indicating the overall value of the Company implied by the Company transfer, the Common Stock to be transferred and for a period of two years following the termination value of such Principal Shareholder's employment with the Company, for any reason or without reason, at least ten (10) days prior to any proposed Transfer by a Principal Shareholder, such Principal Shareholder shall give a Transfer Notice to the Investor Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Investor Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Shareholders may elect to participate Common Stock in the proposed Transfer transfer, which value will be determined by delivering written taking the overall Company value stated in the notice to and allocating that value among the Transferring Shareholder within ten (10) business days Company's outstanding Securities in accordance with the liquidation provisions of the date Certificate of receipt Incorporation (assuming the conversion of such Transfer Noticeall Stock Equivalents into Stock). Each Investor Shareholder other Qualified Stockholder shall have the right right, by giving notice thereof to sell Heritage within 20 days after receipt of the Transfer Event Notice, to the proposed transferee(s) as a condition to include in such Transfer by the Transferring Shareholder(s), at transfer the same price per share proportion of Securities and on the same terms and conditions its holdings of each class of Stock or Stock Equivalents as are specified Heritage transfers of its holdings of Common Stock in the Transfer Noticesuch transaction; provided, the lesser that each holder of (x) two Series A Preferred Stock shall be entitled to include all of such holder's shares (on an of Series A Preferred Stock in any such transfer that constitutes a Trigger Event. Except as converted basis including provided below, Heritage will not transfer any shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned in a transaction covered by this Section 4.01 unless the transferee also acquires any Stock or Stock Equivalents requested by the Principal Shareholders or (y) that number of Securities equal other Qualified Stockholders pursuant to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholder, multiplied by a fraction, the numerator of which is the Investor Securities owned by such Investor Shareholder and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed preceding sentence to be so sold. If the Investor Shareholders elect to participate included in such Transfertransfer, at the Transferring Shareholder shall use his, her or its best efforts to obtain applicable values determined in accordance with the agreement of the prospective transferee(spreceding paragraph (except as provided in Section 4.04 below) to the participation of the Investor Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Investor Shareholders on the terms specified in the Transfer NoticeEvent Notice and in the same form of consideration received by Heritage, and as to which the other Qualified Stockholders comply with the following paragraph. Subject In the event that more Stock or Stock Equivalents are requested to be included in any transfer under this Section 4.01 than the foregoingtransferee is willing to purchase, the Transferring Shareholder(s) may, within sixty (60) days after Securities to be transferred by Heritage and the expiration of the ten (10) business day period referred other Qualified Stockholders to above, Transfer the Offered Securities (such transferee shall be reduced by pro rata among Heritage and such other Qualified Stockholders based on the number of shares of Securities with respect Stock (assuming the conversion of all Stock Equivalents) requested to which the Investor Shareholders have elected to participate, if any) be included in such transfer (and subject to the transferee(s) identified prior rights of holders of Series A Preferred Stock to transfer all their shares in a transfer that constitutes a Trigger Event). Heritage shall have 150 days after the close of the 20-day period specified above to transfer the shares of Common Stock described in the Transfer Event Notice at a the price (except as provided in Section 4.04 below) and on the terms no more favorable specified therein, together with any additional Stock or Stock Equivalents to be included in such transfer pursuant to the Transferring Shareholder(s) preceding paragraph. Any Qualified Stockholder whose Stock or Stock Equivalents are being transferred pursuant hereto, in order to be entitled to have such Stock or Stock Equivalents transferred, shall deliver on no less than five Business Days notice from Heritage, at the time and place specified in by Heritage, certificates representing the Transfer Notice; providedStock or Stock Equivalents to be transferred, that, prior to any Transfer such transferee(s) shall first execute and deliver duly endorsed for transfer to the Company a written agreement to be bound transferee designated by Heritage, free and clear of all of the provisions of liens, restrictions, claims and encumbrances, except as provided in this Agreement and under applicable securities laws. Notwithstanding the foregoing, this Section 4.01 shall not apply to the transferor(s). Howevertransfers by Heritage to its partners which are required by Article X of its Agreement of Limited Partnership, as in effect on May 4, 1998, a true and correct copy of which Article X has been delivered to Baylor, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder partners become parties to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor Shareholdersthis Agreement.

Co-Sale Rights. Except in connection with a Transfer pursuant to a Public Sale, during the term of each Principal Shareholder's ’s employment by the Company and for a period of two years following the termination of such Principal Shareholder's ’s employment with the Company, for any reason or without reason, at least ten (10) days prior to any proposed Transfer by a Principal Shareholder, such Principal Shareholder shall give a Transfer Notice to the Investor Pequot Shareholders (which Transfer Notice may be the same Transfer Notice as that described in Section 2.4 above). Upon receipt of a Transfer Notice, if the Investor Pequot Shareholders have not exercised to the full extent their rights of first refusal pursuant to Section 2.4 hereof, such Investor Pequot Shareholders may elect to participate in the proposed Transfer by delivering written notice to the Transferring Shareholder within ten (10) business days of the date of receipt of such Transfer Notice. Each Investor Shareholder The Pequot Shareholders shall have the right to sell to the proposed transferee(s) ), as a condition to such Transfer by the Transferring Shareholder(s), at the same price per share of Securities and on the same terms and conditions as are specified in the Transfer Notice, the lesser of (x) two shares (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) for every one share owned by the Principal Shareholders or (y) that number of Securities equal to the Offered Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock) owned by such Investor Shareholderthe Pequot Shareholders, multiplied by a fraction, the numerator of which is the Investor Pequot Securities owned by such Investor Shareholder and the denominator of which is the number of Securities (on an as converted basis including shares of Common Stock issuable upon conversion of Series A Preferred Stock). The Transferring Shareholder will be entitled to sell in the proposed Transfer the balance of the Offered Securities proposed to be so sold. If the Investor Pequot Shareholders elect to participate in such Transfer, the Transferring Shareholder shall use his, her or its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor Pequot Shareholders in any proposed Transfer and shall not Transfer any shares of the capital stock of the Company to such prospective transferee(s) unless such prospective transferee(s) allow(s) the participation of the Investor Pequot Shareholders on the terms specified in the Transfer Notice. Subject to the foregoing, the Transferring Shareholder(s) may, within sixty (60) days after the expiration of the ten (10) business day period referred to above, Transfer the Offered Securities (reduced by the number of shares of Securities with respect to which the Investor Pequot Shareholders have elected to participate, if any) to the transferee(s) identified in the Transfer Notice at a price and on the terms no more favorable to the Transferring Shareholder(s) than specified in the Transfer Notice; provided, that, prior to any Transfer such transferee(s) shall first execute and deliver to the Company a written agreement to be bound by all of the provisions of this Agreement applicable to the transferor(s). However, if such Transfer is not consummated within such sixty (60) day period, the Transferring Shareholder(s) shall not Transfer any shares of the Offered Securities as have not been purchased within such period without again complying with all of the provisions of Sections 2.4 and 2.5 hereof. Any attempt by a Transferring Shareholder to Transfer shares of Securities in violation of Section 2.4 or 2.5 hereof shall be void and the Company agrees that it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such shares of Securities without the consent of the Investor Pequot Shareholders.