Common use of Company Right of First Refusal Clause in Contracts

Company Right of First Refusal. (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. For a period of 20 days following the date (athe “Transfer Notice Date”) Before on which the Warrant, any portion thereof or any Shares may be sold or otherwise transferred Transfer Notice is given by the HolderTransferring Holder (the “Company Acceptance Period”), the Company shall have the right to purchase all or any portion of the Transfer Shares on the same terms and conditions as set forth in the Transfer Notice. If the Company wishes to exercise its right to purchase all or any portion of the Transfer Shares, it shall give written notice (the “Company Notice”) to the Transferring Holder no later than the expiration of the Company Acceptance Period. The Company Notice shall state that the Company wishes to purchase all of the Transfer Shares or, if the Company wishes to purchase less than all of the Transfer Shares, the number of Transfer Shares the Company wishes to purchase. If the Company wishes to purchase all of the Transfer Shares, the Company shall specify in the Company Notice a right date of first refusal closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Company Notice is given. At the closing, the Company shall pay the total purchase price of the Transfer Shares (which shall be equal to the product of (a) the number of Transfer Shares and (b) the Purchase Price Per Share), and at the option of the Company, paid by (i) wire transfer of immediately available funds to an account designated by the Transferring Holder, (ii) cancellation of all or a portion of any outstanding indebtedness of the Transferring Holder to the Company, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer Shares, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers. The Company may request waivers of any liens, evidence of good title to the Transfer Shares and such other documents and agreements as it may reasonably deem necessary in connection with the Transfer. If the Company desires to purchase less than all of the Transfer Shares, the remaining Transfer Shares shall be subject to the Investors’ rights set forth under Section 3.3 and Section 3.4 below. The Transferring Holder shall not be entitled to vote, either as a stockholder or director, in connection with the decision of the Company whether to exercise its option to purchase the WarrantTransfer Shares, such portion thereof and/or any such provided, that if the vote of the Transferring Holder is required for valid corporate action, the Transferring Holder shall vote in accordance with the decision of the majority of the other directors or the stockholders holding a majority of the voting power of the Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. (a) Before 9.1 In the Warrantevent the Optionee exercises this Option and proposes to sell, any portion thereof pledge or otherwise transfer any Shares may be sold or otherwise transferred by (other than under the HolderBuy-Out Option described in Section 17 below), the Company shall have a right of first refusal (the "Right of First Refusal") with respect to such Shares. Optionee agrees that in no event will Optionee sell, pledge or otherwise transfer any Shares except in compliance with this Section. Before any proposed transfer, Optionee shall give a written notice (the "Transfer Notice") to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Company shall have the right to purchase the WarrantShares subject to the Transfer Notice on the terms set forth in the Transfer Notice by delivery to the Optionee of a notice of exercise of the Company's Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company's rights under this Section 9.1 shall be freely assignable, such portion thereof in whole or in part. In the event the Company and/or any such Sharesits assignee elects to purchase the Shares subject to the Transfer Notice, as the case may beCompany and/or its assignee must purchase all the Shares subject to the Transfer Notice. 9.2 If the Company fails to exercise in full the Right of First Refusal within thirty (30) days from the date the Transfer Notice is delivered to the Company, the Optionee may, not later than ninety (90) days following delivery to the Company of the Transfer Notice, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance by the Optionee with the procedure described in this Section 9. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of shares of Stock on the terms set forth in this Section 11the Transfer Notice within thirty (30) days after the delivery of the Transfer Notice to the Company. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof 9.3 All transferees of Shares or any number interest therein, other than the Company, shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Company) that they will receive and hold such Shares or interests subject to the provisions of this Agreement, including a Right of First Refusal with respect to any subsequent transfer of the Shares it holds and the Buy-Out Option. Any sale or transfer of any Shares shall be void unless the provisions of this Section 9 are met. 9.4 The Right of First Refusal shall terminate at such time to as a public market exists for the Company's Common Stock (or any third party other than one that it controls, is controlled bystock issued by the Company, or any successor, in exchange for the Shares). For the purpose of this Agreement, a "public market" shall be deemed to exist if quotations for such stock are reported by the automated quotations system operated by the National Association of Securities Dealers Automated Quotations System (NASDAQ) or by an equivalent quotations system or if the stock is under common control with (each an "Affiliate"), listed on a stock exchange. 9.5 The Right of First Refusal shall not apply to a transfer of the Holder shall deliver Shares to the Company Optionee's ancestors or descendants or spouse or to a written notice trustee for their benefit, provided that such transferee shall agree in writing ("Sale Notice")in a form satisfactory to the Company) to take the Shares subject to all terms of this Agreement, in accordance with Section 15, stating including (i) a Right of First Refusal with respect to any subsequent transfer of the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, and (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered PriceBuy-Out Option described in Section 17. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. In the event that the Achari Put Holders enter into a binding contractual agreement with respect to the sale of Achari Put Shares in connection with an underwritten offering, block trade or similar private transaction with an institutional counterparty involving the sale of no less than 100,000 Achari Put Shares (aa “Proposed Third Party Trade”), the Achari Put Holders hereby unconditionally and irrevocably grant to the Company a right of first refusal (the “Company ROFR”) Before to “step-in” to the Warrantrole of such institutional counterparty, any portion thereof or any Shares may and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide notice to the Company immediately via email and according to the notice procedures set forth herein upon reaching an agreement regarding a Proposed Third Party Trade (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic terms and conditions of the Proposed Third Party Trade, which shall include the minimum price, form of consideration and intended settlement date of the Proposed Third Party Trade (the “ROFR Settlement Date”) and a deadline for the Company to deliver an Acceptance Notice (as defined below, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation shall also be sold or otherwise transferred by provided upon request to the HolderCompany, on a strictly confidential and anonymized basis. Upon receipt of a Proposed Trade Notice, the Company shall have four (4) hours from the time of delivery of the Proposed Trade Notice (which shall be delivered solely via electronic mail) to exercise the Company ROFR by delivering in return, and by the ROFR Acceptance Deadline, a right of first refusal notice via electronic mail, and according to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions notice procedures set forth in this Section 11. herein (b) If an “Acceptance Notice”), which such Acceptance Notice shall be considered an affirmative acceptance of an offer by the Holder proposes Achari Put Holders to sell or otherwise transfer the Warrant, any portion thereof or any number of the applicable Achari Put Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) on the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), same terms as the case may beProposed Third Party Trade, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer")without modification, and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company proper delivery of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period Acceptance Notice in accordance with the preceding sentenceterms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of each of the Company and the applicable Achari Put Holders, including, in the event that the Achari Put Holders had entered into binding definitive documentation with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a new Sale Notice specific consent automatically joining the Company into such definitive documentation in place of the original third party (with the Company promptly delivering such executed joinder). For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be given to the Company, and the Company shall again be offered a right paid by wire transfer of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferredImmediately Available Cash on such settlement date.

Company Right of First Refusal. Unless otherwise agreed in writing by ------------------------------ the Company, each Purchaser shall not sell, transfer, pledge, hypothecate or otherwise dispose of any of such Purchaser's Registrable Securities (as defined in Section 3.2, which shall include, for purposes of this Section 2 only, the Preferred, the NBC Warrant, the Bridge Warrants and the Common Stock issuable upon the conversion of the Preferred Stock issuable upon exercise of each of the Refco Warrant and the VBW&C Warrants) (a "Transfer"), except in compliance with -------- Section 3.1 below, and any such Transfer shall be subject to the following: (a) Before any Registrable Securities registered in the Warrant, any portion thereof or any Shares name of a Purchaser may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warranttransferred, such portion thereof and/or any such Shares, as Registrable Securities shall first be offered to the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder Company. The Purchaser shall deliver to the Company a written notice (the "Sale Notice"), in accordance with Section 15, ) to the Company stating (iA) the HolderPurchaser's bona fide intention to sell ------ or otherwise transfer the Warrant, any portion thereof or a certain number of Shares such Registrable Securities (collectively, the "Transfer InterestsProposed Transfer"), as (B) the case may be, ----------------- number of shares of such Registrable Securities to be sold or transferred (iiC) the price for which the Purchaser proposes to sell or transfer such Registrable Securities and (D) the name of the proposed purchaser or other transferee transferee. (b) Within (5) business days after receipt of the "Proposed Buyer")Notice, and the Company or its assignees (iiias set forth in clause (c) below) shall have the bona fide cash price or other consideration for right to elect to purchase all (but not less than all) of the shares of Registrable Securities to which the Holder proposes to transfer the Transfer Interests (the "Offered Price")Notice refers, and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Priceprice per share specified in the Notice. (c) The Company maymay not assign its rights hereunder to any person or entity without first offering to assign its rights hereunder to each of the holders of the Registrable Securities then outstanding (excluding any Purchaser then proposing to sell or transfer Registrable Securities, at as applicable (the "Transferring Holder")) and any time within sixty ------------------- shares of Registrable Securities held by the Transferring Holder shall not be counted in determining the pro rata amount of the other holders of Registrable Securities (60the "Nontransferring Holders")). In the event the Company desires to ----------------------- assign its rights hereunder, it shall deliver a written notice (the "Transfer -------- Notice") to the Nontransferring Holders stating (A) its intention to assign its ------ rights hereunder, (B) the number of shares of Registrable Securities to be sold or transferred by the Transferring Holder, and (C) the price for which the Transferring Holder proposes to sell or transfer such Registrable Securities. Within seven (7) days after receipt of the Transfer Notice, each Nontransferring Holder shall have the right to elect to purchase up to its pro rata share of the Registrable Securities proposed to be sold or transferred by the Transferring Holder. If any Nontransferring Holder does not exercise such right in whole, the Company shall advise the other Nontransferring Holders by providing them with written notice within three (3) days after the expiration of the seven (7) day period specified above. Each such Nontransferring Holder shall thereupon be entitled, for a period of three (3) days from the date of such notice, to purchase some or all of the shares of Registrable Securities not otherwise purchased pursuant to this subsection (c); provided, however, that to the extent -------- ------- that more than one such Nontransferring Holder desires to purchase shares of Registrable Securities exceeding that proportion as such Nontransferring Holder's aggregate holding of Registrable Securities then bears to the aggregate holding of Registrable Securities then held by all Nontransferring Holders who exercised their rights under this subsection (c) ("Excess Registrable ------------------- Securities"), the amount of such Excess Registrable Securities which each such ---------- Nontransferring Holder shall be entitled to purchase shall be reduced pro rata --- ---- in accordance with that proportion as the number of shares of Registrable Securities of which such Nontransferring Holder is then the holder bears to the total number of shares of Registrable Securities then held by all such Nontransferring Holders desiring to purchase Excess Registrable Securities pursuant to this subsection (c). The right to purchase any remaining shares not so elected to be purchased may be assigned thereafter by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faithany person or entity. (d) Payment In the event the Company and/or its assignee(s) (as set forth in clause (c) above) elect to acquire the Registrable Securities of a Transferring Holder as specified in the Notice, the Secretary of the Purchase Price Company shall so notify the Transferring Holder and settlement thereof shall be made in cash within five (by check5) within sixty (60) business days after the date Company receives the Notice; provided that if the terms of payment set forth in the Notice were other than cash against delivery, the Company and/or its assignee(s) (as set forth in clause (c) above) shall pay the fair market value of such Registrable Securities as determined by the Board, which determination shall be subject to approval by the Company and a majority of the Company's election holders of the Registrable Securities, and if such determination cannot be agreed upon, then the parties shall submit the matter to purchase the Transfer Interestsfinal, binding arbitration. (e) If all of the Transfer Interests Registrable Securities to which the Notice refers are not elected to be purchased by the Company as provided hereinin Section 2.1(b), then the Transferring Holder may sell the Registrable Securities to any person named in the Notice (or otherwise transfer the Transfer Interests to the Proposed Buyer any other person) at the Offered Price price specified in the Notice or at a higher price, provided that such sale or other transfer (i) is consummated within six ninety (690) months days after the date of the Sale NoticeNotice to the Company, and (ii) provided further, that any such sale is in accordance with all terms and conditions hereof. All Registrable Securities so sold shall continue to be subject to the terms provisions of this Section 2.1 in the same manner as before the transfer, and any transferee of such Registrable Securities shall execute such written agreement evidencing the same as the Company shall reasonably request. (f) The provisions of this Section 2.1 shall terminate upon (and shall not be applicable to such transactions effective as of) the earlier of (A) the effective date of a reorganization, merger or consolidation which results in the Company's shareholders immediately prior to such transaction not holding (by virtue of shares or securities issued solely with respect thereto) at least 50% of the voting power of the surviving or continuing entity or its immediate parent, (B) the effective date of a sale of all or substantially all of the assets of the Company (except a sale to an affiliate of the Company) (which transaction has been approved by a majority of the Board) or (C) the closing of a Qualified Public Offering. (g) The provisions of Section 2.1(a) through (c) (including the lead- in set forth in Section 2.1) shall not apply to (1) a transfer of any Registrable Securities by a Purchaser (i) to any affiliated partnership, limited liability company, or corporation, (ii) to such Purchaser's ancestors, descendants or spouse, or any custodian or trustee for the account of the Purchaser or the Purchaser's ancestors, descendants or spouse, (iii) a transfer not involving a change in beneficial ownership, (2) distributions without consideration of Restricted Securities (as such term is defined in Section 3.2) by the Purchaser to any of its partners, or retired partners, or to the estate of any of its partners or retired partners, (3) any transfer by any Holder (as such term is defined in Section 3.2) to (A) any individual or entity controlled by, controlling, or under common control with, such Holder or (B) any individual or entity with respect to which such Holder (or any person controlled by, controlling, or under common control with, such Holder) has the power to direct investment decisions, or (4) in transactions in compliance with Rule 144 under the Securities Act, so long as the Company is furnished with reasonably satisfactory evidence of compliance with such Rule; (5) a transfer by NBC to any affiliate of NBC (as such term is defined pursuant to Rule 405 under the Securities Act); (6) a transfer by the NBC Warrantholder to any affiliate of the NBC Warrantholder (as such term is defined pursuant to Rule 405 under the Securities Act); (7) a transfer by Cox to any affiliate of Cox (as such term is defined pursuant to Rule 405 under the Securities Act); or (8) any pledge of Common Stock made by a Transferring Holder which creates a mere security interest, provided the pledgee shall furnish the Company and the Purchasers with a written agreement to be bound by and comply with all provisions of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred applicable to the Proposed Buyer within Transferring Holder; provided, in each such six-month period in accordance with the preceding sentence, a new Sale Notice case -------- (other than clause (4) above) any such transferee shall be given receive and hold such Registrable Securities subject to the Company, provisions of this Section 2.1 and Section 3.15 (as though such transferee were a Holder) and shall execute such written agreement evidencing the same as the Company shall again reasonably request, and there shall be offered a right no further transfer of first refusal under such Registrable Securities unless in accordance herewith. (h) The provisions of this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, 2.1 may be sold or otherwise transferredwaived by the Company with respect to any transfer, upon duly authorized action of its Board.

Company Right of First Refusal. (a) Before the Warrant, For a period of twenty (20) days following receipt of any portion thereof or any Shares may be sold or otherwise transferred by the HolderNotice described in Section 2.1, the Company shall have a the right of first refusal to purchase all or a portion of the Warrant, Key Employee Stock subject to such portion thereof and/or any such Shares, as the case may be, Notice on the same terms and conditions as set forth in this Section 11therein (the “Company Right of First Refusal”). The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (the “Purchase Notice”) and delivered to the Key Employee within such twenty (20) day period. The Company shall effect the purchase of the Key Employee Stock, including payment of the purchase price, not more than five (5) business days after delivery of the Purchase Notice, and at such time the Key Employee shall deliver to the Company the certificate(s) representing the Key Employee Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Employee Stock so purchased shall thereupon, be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. (b) If In the Holder proposes event that the Company does not elect to sell or otherwise transfer purchase all of the WarrantKey Employee Stock available pursuant to its rights under Section 2.2 within the period set forth therein, any portion thereof or any the Key Employee shall promptly give written notice (the “Second Notice”) to each of the Investors, which shall set forth the number of shares of Key Employee Stock not purchased by the Shares it holds Company. Each Investor shall then have the right, exercisable upon written notice to the Key Employee (the “Investor Notice”) within ten (10) days after the receipt of the Second Notice, to purchase its pro rata share of the Key Employee Stock subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 2.2(d), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Key Employee Stock, including payment of the purchase price, not more than five (5) days after delivery of the Investor Notice, and at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder Key Employee shall deliver to the Company a written notice ("Sale Notice")Participating Investors the certificate(s) representing the Key Employee Stock to be purchased by the Participating Investors, in accordance with Section 15, stating (i) the Holder's bona fide intention each certificate to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration be properly endorsed for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Pricetransfer. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price Each Investor’s pro rata share shall be equal to the Offered Price product obtained by multiplying (i) the "Purchase Price"). If aggregate number of shares of Key Employee Stock covered by the Offered Price includes consideration other than cashSecond Notice and (ii) a fraction, the cash equivalent value numerator of which is the number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by the Participating Investor at the time of the non-cash consideration shall be determined by Notice, and the board denominator of directors which is the total number of shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock at the time of the Company in good faithNotice held by all Investors. (d) Payment In the event that not all of the Purchase Price shall be made in cash (by checkInvestors elect to purchase their pro rata share of the Key Employee Stock available pursuant to their rights under Section 2.2(b) within sixty (60) days after the date time period set forth therein, then the Key Employee shall promptly give written notice to each of the Company's election to purchase Participating Investors (the Transfer Interests. (e) If “Overallotment Notice”), which shall set forth the Transfer Interests are number of shares of Key Employee Stock not purchased by the Company other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. Each Participating Investor shall have five (5) days after receipt of the Overallotment Notice to deliver a written notice to the Key Employee (the “Participating Investors Overallotment Notice”) indicating the number of unsubscribed shares that such Participating Investor desires to purchase, and each such Participating Investor shall be entitled to purchase such number of unsubscribed shares on the same terms and conditions as provided hereinset forth in the Second Notice. In the event that the Participating Investors desire, in the aggregate, to purchase in excess of the total number of available unsubscribed shares, then the Holder number of unsubscribed shares that each Participating Investor may sell purchase shall be reduced on a pro rata basis. For purposes of this Section 2.2(d) the denominator described in clause (ii) of subsection 2.2(c) above shall be the total number of shares of Common Stock issued or otherwise transfer issuable upon the Transfer Interests conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all the Proposed Buyer Participating Investors at the Offered Price or at a higher time of the Notice. The Participating Investors shall then effect the purchase of the Key Employee Stock, including payment of the purchase price, provided that such sale or other transfer not more than five (i5) is consummated within six (6) months days after the date delivery of the Sale Participating Investors Overallotment Notice, and (ii) is in accordance with all at such time, the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred Key Employee shall deliver to the Proposed Buyer within such six-month period in accordance with Investors the preceding sentencecertificates representing the Key Employee Stock to be purchased by the Participating Investors, a new Sale Notice shall each certificate to be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferredproperly endorsed for transfer.

Company Right of First Refusal. (a) Before At any time prior to a Qualified Public Offering, before any holder (the Warrant, “Transferor”) of Securities may effect any Transfer of all or a portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at Common Stock held by such time to any third party other than one that it controls, is controlled by, or is under common control with Transferor (each an "Affiliate"the “Offered Common”), the Holder Transferor shall deliver to the Company and to the Holders a written notice signed by the Transferor ("Sale the “Transferor’s Notice"), in accordance with Section 15, ”) stating (i) the Holder's Transferor’s bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, such Offered Common; (ii) the name and address of the each proposed purchaser or other transferee (the "Proposed Buyer"), “Transferee”) of the Offered Common; and (iii) the bona fide cash price or other consideration for which the Holder Transferor proposes to transfer the Transfer Interests such Offered Common (the "Offered “Common Price"”), ; and the Holder Transferor shall offer to sell the Transfer Interests Offered Common at the Common Price first to the Company at and then to the non-selling Holders. (b) The Company shall have the right of first refusal to purchase all or any part of the Offered PriceCommon, if the Company gives written notice of the exercise of such right to the Transferor within ten days (the “Company’s Refusal Period”) after the date on which the Transferor’s Notice is received by the Company; provided that if the Company is not ready and willing to consummate the purchase within 30 days after the date on which the Transferor’s Notice is received by the Company, the Company’s refusal right shall be deemed to be waived for such sale by Transferor. If the Company does not wish to purchase any shares of the Offered Common or desires to purchase less than all of the Offered Common, within 15 days after expiration of the Company’s Refusal Period, the Company will give written notice to each Holder specifying the number of shares of Offered Common that were not subscribed by the Company exercising its right of first refusal (the “Company’s Notice”). (c) If the Company does not wish to purchase any shares of the Offered Common or desires to purchase less than all of the Offered Common, the Holders shall then have the right of first refusal to purchase all or any part of the remaining Offered Common not purchased by the Company; provided that each Holder (including, for purposes hereof, any transferee of all or part of Ojai Goliad’s or Cardinal’s rights hereunder pursuant to Section 2.2(b)) gives written notice of the exercise of such right to the Transferor within ten days (the “Holders’ Refusal Period”) after the date of the Company’s Notice to the Holders. To the extent the aggregate number of shares the Holders desire to purchase exceeds the Offered Common available, each Holder will be entitled to purchase a fraction of the Offered Common, the numerator of which shall be the number of shares of Common Stock (on an as-converted basis) held by such Holder and the denominator of which shall be the number of shares of Common Stock (on an as-converted basis) held by all Holders exercising their right of first refusal. (d) The Company may, at any time within sixty purchase price (60the “Purchase Price”) days after receipt for the Offered Common to be purchased by the Company of or a Sale NoticeHolder shall be the Common Price, elect to purchase the Transfer Interests by giving written notice to the Holder, and shall be payable as set forth in accordance with Section 15, at a purchase price equal to the Offered Price paragraph (the "Purchase Price")e) hereof. If the Offered Common Price includes consideration other than cash, the cash equivalent value of the non-non cash consideration shall be determined by the board of directors of the Company Board in good faith, which determination shall be binding upon the Company, each Holder and the Transferor, absent fraud or material error. (de) Payment of the Purchase Price will be made within 20 days after the later of (i) the end of the Company’s Refusal Period, or (ii) should there be delivery of the Company’s Notice, within 20 days after the end of the Holders’ Refusal Period. Payment of the Purchase Price shall be made made, at the option of the Company or the exercising Holder, as the case may be, (A) in cash (by checkcertified, cashier’s or other check acceptable to the Company or wire transfer); (B) within sixty (60) days after the date by cancellation of all or a portion of any outstanding indebtedness of the Company's election Transferor to purchase the Transfer InterestsCompany or the Holder, as the case may be; or (C) by any combination of the foregoing. (ef) If the Transfer Interests are Company and each Holder have not purchased by elected to purchase all of the Company as provided hereinOffered Common, then the Holder may sell or otherwise transfer the Transfer Interests then, subject to the Proposed Buyer Holders’ Right of Co-Sale as defined in Article III hereof, the Transferor may transfer that portion of the Offered Common permitted to be sold, to any person named as a Transferee in the Transferor’s Notice, at the Offered Common Price or at a higher price, provided that such sale or other transfer Transfer (i) is consummated within six (6) months 30 days after the date end of the Sale NoticeCompany’s Refusal Period or the Holders’ Refusal Period, as applicable, (ii) is on terms no more favorable to the Transferee than the terms proposed in the Transferor’s Notice and (iiiii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the CompanyAgreement. If the Offered Common is not so Transferred during such 30 day period, then the Transferor may not Transfer Interests are not transferred to the Proposed Buyer within any of such six-month period Offered Common without complying again in accordance full with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a provisions of this Agreement. (g) The right of first refusal granted under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, 2.1 may be sold Transferred by a Holder in connection with the Transfer of Preferred Stock or otherwise transferredCommon Stock acquired upon conversion thereof.

Company Right of First Refusal. (a) Before In the Warrantevent that Foundation, any portion thereof or any Shares may be sold or otherwise transferred by USV and KPCB do not elect to purchase all of the HolderKey Holder Stock described in the Notice pursuant to Section 2.2, the Key Holder shall promptly give written notice (the “Second Notice”) to the Company and each of the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation, USV or KPCB. The Company shall then have a right the right, exercisable upon written notice to the Key Holder (the “Company Notice”) within ten (10) days after the delivery of first refusal the Second Notice, to purchase shares of the Warrant, such portion thereof and/or any such Shares, as Key Holder Stock subject to the case may be, Second Notice and on the same terms and conditions as set forth in this Section 11. (b) If therein. The Company shall effect the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number purchase of the Shares it holds Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Company Notice, and at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3, in the event a written notice ("Sale Notice"Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i), in accordance with the termination of the USV Rights pursuant to Section 152.2(c)(ii) and the termination of the KPCB Rights pursuant to Section 2.2(c)(iii), stating upon any such proposed Transfer (i) the Holder's bona fide intention Company shall have the initial purchase right to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, such Key Holder Stock and (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder Company’s purchase right shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt be exercisable by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined signed by the board of directors an officer of the Company (the “Company Notice”) and delivered to the Key Holder within a thirty (30) day period following the receipt of any such Notice described in good faith. (d) Payment Section 2.1; provided, that pursuant to Section 3.8 of the Purchase Price shall be made Investor Rights Agreement, in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by event the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests elects not to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a exercise any right of first refusal under this Section 11 before as set forth herein the WarrantCompany may have on a proposed transfer of any Key Holder Stock, any portion thereof by contract or any Sharesotherwise, the Company shall, unless otherwise prohibited by applicable law, assign such right of first refusal or right of first offer to each Major Investor (as defined in the case may be, may be sold or otherwise transferredInvestor Rights Agreement).

Company Right of First Refusal. (a) Before If a Management Shareholder (an "Offeror") desires to Transfer Shares to another Management Shareholder pursuant to the Warrantprovisions of Section 3.5(a)(v): (i) such Offeror shall give notice of such offer (the "Transfer Notice") to the Company. The Transfer Notice shall state the terms and conditions of such offer, including the name of the prospective purchaser, the proposed purchase price per share of such Shares (the "Offer Price"), payment terms (including a description of any proposed non-cash consideration), the type of disposition and the number of such Shares to be transferred ("Offered Shares"). The Transfer Notice shall further state that the Company may acquire, in accordance with the provisions of this Agreement, any portion thereof or any of the Offered Shares may be sold or otherwise transferred for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (ii) For a period of ten Business Days after receipt of the Transfer Notice (the "Option Period"), the Company may, by notice in writing to the HolderOfferor delivering such Transfer Notice, elect in writing to purchase all, but not less than all, of the Offered Shares at the Offer Price. The closing of the purchase of Shares pursuant to Section 3.5, shall take place at the principal office of the Company on the tenth day after the expiration of the Option Period. At such Closing, the Company shall have a right deliver to the Offeror, against delivery of first refusal to purchase certificates duly endorsed and stock powers representing the WarrantShares being acquired by the Company, such portion thereof and/or any such Shares, as the case may beOffer Price, on the same terms and conditions as set forth in this Section 11the Transfer Notice (including any non-cash consideration described therein), payable in respect of the Shares being purchased by the Company. All of the foregoing deliveries will be deemed to be made simultaneously, and none shall be deemed completed until all have been completed. (b) If the Holder proposes The provisions of Section 3.6(a) shall not apply to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party a Management Shareholder (other than one that it controlsa Primary Executive) if such Management Shareholder Transfers Shares aggregating, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number all other prior Transfers of Shares (collectivelyby such Management Shareholder, the "Transfer Interests"), as the case may be, (ii) the name an amount less than 25% of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Pricesuch Management Shareholder's Initial Ownership. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "“Affiliate"”) (other than in connection with a Demand Registration or Piggy-Back Registration under the Amended Rights Agreement), the Holder shall deliver to the Company a written notice ("“Sale Notice"”), in accordance with Section 15, stating (i) the Holder's ’s bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "“Transfer Interests"”), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "“Proposed Buyer"”), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "“Offered Price"”), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "“Purchase Price"”). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's ’s election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. From and after the sixth anniversary of the date hereof: (a) Before Subject to the Warrantfurther terms and conditions of this Section 5.14, any portion thereof if an Investor proposes to sell greater than 1,000,000 shares of Common Stock in a single transaction or any Shares may be sold or otherwise transferred by the Holderseries of related transactions, such Investor shall give the Company prior written notice thereof (the “ROFR Notice”), including in reasonable detail the price and number of shares of Common Stock to be sold, and the general terms upon which such Investor proposes to sell such shares. Each such ROFR Notice shall have a right of first refusal constitute an irrevocable offer by such Investor to the Company to purchase all (but not less than all) of the Warrant, shares of Common Stock included in such portion thereof and/or any such Shares, as the case may be, on notice upon the terms and conditions set forth reflected in this Section 11such notice. If a ROFR Notice is delivered to the Company after 1:00 p.m., New York City time, on any Business Day, it shall be deemed received on the next succeeding Business Day. (b) If The Company shall have two Business Days from the Holder proposes date of receipt of a ROFR Notice to sell or otherwise transfer the Warrant, any portion thereof or any number agree to purchase all (but not less than all) of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a shares of Common Stock described therein by delivering written notice ("Sale the “Company Notice"), in accordance with Section 15, stating ”) to such Investor of its election to purchase all of such shares of Common Stock prior to 5:00 p.m. (iNew York City time) on the Holder's bona fide intention to sell or otherwise transfer second Business Day following the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name delivery of the proposed purchaser or other transferee (applicable ROFR Notice. The Company shall effect the "Proposed Buyer")purchase of any such shares of Common Stock, and (iii) including payment of the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price")purchase price, and the Holder shall offer to sell the Transfer Interests to not more than three Business Days after delivery of the Company at the Offered PriceNotice. (c) The Company may, at any time within sixty (60) days after receipt by If and to the extent that the Company of a Sale Notice, elect fails to exercise its right to purchase all of the Transfer Interests by giving written notice shares of Common Stock described in any ROFR Notice pursuant to the Holderforegoing clause (a) within the period required for such election, in accordance with Section 15, at a purchase price equal then the Investor shall have 60 days thereafter to sell such shares of Common Stock on terms no less favorable to the Offered Price Investor (taken as a whole) than the "Purchase Price"). If terms set forth in the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faithROFR Notice. (d) Payment The rights of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right obligations of first refusal the Investors, under this Section 11 before 5.14 shall terminate and be of no further force and effect from and after the Warrant, any portion thereof first date that the Investors beneficially own (as such term is defined in the Rights Plan as in effect on the date hereof) less than 10% of outstanding shares of Common Stock (treating warrants and exchangeable or any Shares, convertible securities of the Company that are beneficially owned by a person or its Affiliates as the case may be, may be sold or otherwise transferredfully converted into Common Stock).

Company Right of First Refusal. (a) Before If the WarrantEmployee proposes to sell, any portion thereof or any Shares may be sold transfer or otherwise transferred dispose of any Shares, or of any interest in such Shares, now or hereafter owned by the HolderEmployee, to any person, whether voluntarily or by operation of law, other than pursuant to Article 10(b)(i)(A), (B), (C)(y) or (D) of this Agreement, the Employee shall first provide written notice (the “Offer Notice”) to the Company, which notice must specify: (A) the name and address of the party to which the Employee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (B) the number of Shares the Employee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Employee is seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions of the proposed transaction, all of which must be bona fide. The Company shall have a right of first refusal the option to purchase all or any part of the Warrant, such portion thereof and/or any such Shares, as Offered Shares for the case may be, consideration per share and on the terms and conditions set forth specified in this Section 11. the Offer Notice (b) the “Company Option”). If the Holder proposes Company wishes to sell or otherwise transfer exercise such option, it must do so by giving written notice thereof to the Warrant, any portion thereof or any number of Employee no later than 20 days after the Shares it holds at such time to any third party other than one that it controls, Offer Notice is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver given to the Company a written notice ("Sale Notice"the “Option Period”). The closing of such purchase shall take place at the offices of the Company on the date five business days after the expiration of the Option Period. Notwithstanding the foregoing, if there is any dispute with respect to Fair Market Value (defined below) and the provisions of the following Section 10(b)(iv) are invoked, the closing shall take place, as applicable, five business days after the determination of Fair Market Value in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"10(b)(iv), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. (a) Before During the WarrantStandstill Period, prior to any portion thereof or proposed Disposition of shares of Common Stock pursuant to Section 2.4(c) of this Agreement by any Shares may be sold or otherwise transferred by member of the Holder, the Company shall have a right of first refusal to purchase the WarrantSkiritai 13D Group, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number member of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with Skiritai 13D Group shall (each an "Affiliate"), the Holder shall i) deliver to the Company a written notice ("Sale the “Disposition Notice"), in accordance with Section 15, ”) stating (iA) the Holder's bona fide intention of such member of the Skiritai 13D Group to sell or otherwise transfer effect a Disposition such shares of Common Stock (the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"“Offered Shares”), as the case may be, (iiB) the name of the each proposed purchaser or other transferee transferee, if then known (each, a “Proposed Transferee”), (C) the "number of Offered Shares to be included in such Disposition to each such Proposed Buyer")Transferee, and (iiiD) the bona fide cash price or other consideration for which such member of the Holder Skiritai 13D Group proposes to transfer effect such Disposition of the Transfer Interests Offered Shares (the "“Offered Price"”), and (ii) offer the Holder shall offer to sell Offered Shares at the Transfer Interests Offered Price to the Company at on the Offered Priceterms and subject to the same conditions set forth in the Disposition Notice. (cb) The At any time within five (5) calendar days following the date upon which the Company receives a Disposition Notice (the “Exercise Notice”), the Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, member of the Skiritai 13D Group proposing to effect a Disposition of such Offered Shares elect to purchase all or any portion of the Offered Shares at a purchase price equal to the Offered Price (the "“ROFR Purchase Price"”). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors Company’s Board and the member of the Company Skiritai 13D Group proposing to effect a Disposition such Offered Shares in good faith. . The Company shall pay the ROFR Purchase Price within (d15) Payment calendar days after the end of the Exercise Period. The Company shall pay the ROFR Purchase Price shall be made in cash (by check) within sixty (60) days after check or wire transfer). The sale shall constitute a representation and warranty by the date member of the Company's election Skiritai 13D Group proposing to purchase effect a Disposition of such Offered Shares that the Transfer InterestsOffered Shares are being sold are free and clear of all liens and encumbrances of any kind whatsoever. (ec) If In the Transfer Interests are not purchased by event that the Company as provided hereinshall purchase less than all of the Offered Shares proposed in any Disposition Notice prior to the applicable Exercise Period, then the Holder member of the Skiritai 13D Group proposing to effect a Disposition of such Offered Shares may sell or otherwise transfer effect a Disposition of the Transfer Interests to the Proposed Buyer remaining Offered Shares at the Offered Price or at a higher price, provided that such sale or other transfer Disposition (i) is consummated completed within six forty five (645) months calendar days after the date end of the Sale NoticeExercise Period, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder Company, on the one hand, and the Company. If members of the Transfer Interests are not transferred to Skiritai 13D Group, on the Proposed Buyer within such six-month period other hand, and (iii) is effected in accordance with any applicable securities laws. If a Disposition of the preceding sentenceOffered Shares described in any Disposition Notice is not completed within such forty five (45) calendar day period, then any member of the Skiritai 13D Group thereafter proposing a new Sale Notice Disposition of such Offered Shares shall be given required to comply with the Company, and the Company shall again be offered a right provisions of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may 2.5 in respect of such new Disposition. Any attempted Disposition that is not made in compliance with Section 2.4 and Section 2.5 of this Agreement shall be sold or otherwise transferrednull and void ab initio.

Company Right of First Refusal. (ai) Before Each of the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, Other Shareholders hereby grants the Company shall have and the HP Shareholders a right of first refusal with respect to any proposed Transfer of Other Securities held by such Other Shareholder. Except as permitted pursuant to Section 2(a), before an Other Shareholder may Transfer any Other Securities, such Other Securities shall first be offered to the Company and then to the HP Shareholders pursuant to this Agreement. (ii) Should an Other Shareholder (the “Transferring Shareholder”) propose to Transfer any Other Securities, such Other Shareholder shall deliver a written notice (the “Offer Notice”) specifying in reasonable detail the proposed terms and conditions of such Transfer, including, without limitation, (A) such Other Shareholder’s bona fide intention to Transfer the shares of Other Securities, (B) the number of shares of Other Securities proposed to be transferred (the “Noticed Shares”), (C) the price for which such Other Shareholder proposes to Transfer the Noticed Shares (in the case of a Transfer not involving a sale, such price shall be deemed to be the fair market value of the Noticed Shares as determined pursuant to Section 2(b)(viii) hereof) and the terms of payment of that price and other terms and conditions of Transfer, and (D) the name and address of the proposed transferee(s). (iii) At any time within 30 days after receipt of the Offer Notice (the “Company Election Period”), the Company shall notify the Transferring Shareholder in writing of the number of Noticed Shares, if any, the Company irrevocably determines to purchase pursuant to the Warrant, such portion thereof and/or terms set forth in the Offer Notice. If the Company fails to timely deliver its written notice of determination to purchase any such of the Noticed Shares, as the case may beCompany shall be deemed to have waived its right to purchase any of the Noticed Shares pursuant to this Section 2(iii) with respect to the particular offer in the Offer Notice. (iv) In the event that less than all of the Noticed Shares were irrevocably determined to be purchased by the Company, on the Transferring Shareholder shall promptly give written notice of such determination to the HP Shareholders (the “Second Offer Notice”) stating (A) the entire number of Noticed Shares, (B) the number of Noticed Shares that were not irrevocably determined to be purchased by the Company (the “Remainder Noticed Shares”), and (C) all the terms and conditions that were set forth in this Section 11the Offer Notice. (bv) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at At any time within sixty (60) 15 days after receipt by of the Company Second Offer Notice (the “HP Election Period”), each HP Shareholder shall notify the Transferring Shareholder in writing of a Sale Notice(A) the number of Remainder Noticed Shares, elect if any, such HP Shareholder irrevocably determines to purchase the Transfer Interests by giving written notice pursuant to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred Second Offer Notice, up to the Proposed Buyer within HP Shareholder’s Pro Rata Share (as defined below) of the Remainder Noticed Shares and (B) the number of Remainder Noticed Shares for which such six-month period in accordance with the preceding sentenceHP Shareholder desires to oversubscribe, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.if

Company Right of First Refusal. For a period of thirty (a30) Before days following receipt of any First Refusal Notice described in Section 4.1 the WarrantCompany shall have the right to purchase all or a portion of the Offered Shares subject to such First Refusal Notice (or to designate to another Person such right, any portion thereof or any Shares may in which case references to the Company in this Section 4.2 shall be sold or otherwise transferred deemed to include such designee) on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice (the Holder“Company Notice”) and delivered to the Transferring Investor within such thirty (30) day period. If the Company desires to exercise its purchase right, the Company shall have a right effect the purchase of first refusal to purchase the Warrant, such portion thereof and/or any such Offered Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number including payment of the Shares it holds purchase price, not more than five (5) business days after delivery of the Company’s Notice, and at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder Transferring Investor shall deliver to the Company a written notice ("Sale Notice")the certificate(s) representing the Shares to be purchased by the Company, in accordance with Section 15, stating (i) each certificate to be properly endorsed for transfer. If purchased by the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectivelyCompany, the "Transfer Interests"), as the case may be, (ii) the name Shares so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price")Common Stock. If the Offered Price consideration for the Shares proposed to be transferred includes consideration other than cashcash consideration, the cash equivalent value of the non-cash consideration shall will be determined by the board Company’s Board of directors of the Company Directors in good faith. (d) Payment , which determination will be binding on the Company and the Transferring Investor. The payment of the Purchase Price shall purchase price for the Shares purchased by the Company exercising its right of first refusal will be made made, at the option of the Company, (i) in cash (by checkcheck or wire transfer); (ii) by cancellation of all or a portion of any outstanding indebtedness of the Transferring Investor to the Company; or (iii) by any combination of the foregoing. . If the Company does not exercise its purchase right within such thirty (30) day period with respect to all of the Offered Shares then the Transferring Investor may, not later than sixty (60) days after following delivery to the date Company of the Company's election to purchase First Refusal Notice, Transfer the Transfer Interests. (e) If the Transfer Interests are not purchased Offered Shares covered by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests First Refusal Notice to the Proposed Buyer at purchaser named in the Offered Price or at First Refusal Notice upon the same terms and conditions (including the purchase price) as those described in the First Refusal Notice. Any proposed Transfer to a higher pricedifferent purchaser and/or on different terms and conditions than those described in the First Refusal Notice, provided that such sale or other transfer (i) is consummated within six (6) months after the date as well as any subsequent proposed Transfer of any of the Sale NoticeShares by the Transferring Investor, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right subject to the Right of first refusal First Refusal of the Company and shall require compliance by the Transferring Investor with the procedures described in this Section 4. The rights under this Section 11 before 4 shall expire upon the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferredCompany’s Initial Public Offering.

Company Right of First Refusal. In the event of a proposed Transfer of Securities by a Stockholder (aor its successors or assigns) Before (the Warrant“Transferor”), any portion thereof or any Shares may be sold or otherwise transferred by the Holderother than as permitted in Section 3.5 hereto, the Company Transferor shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company submit a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests such Securities to the Company at the Offered Price. same price per Security and upon the same terms and conditions offered by a bona fide purchaser of such Securities and also provide the Company with the executed purchase agreement, if any, with the proposed bona fide purchaser of such Securities. Such written offer to the Company shall continue to be a binding offer to sell such Securities in whole or in part until (c1) The Company mayrejected by the Company, at any time within in writing; or (2) the expiration of a period of sixty (60) days after receipt by delivery of such written offer to the Company of a Sale Notice, elect to purchase unless the Transfer Interests by giving Company has provided written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration acceptance of such offer in whole or in part on or prior to such date, whichever shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Companyfirst occur. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period Every written offer submitted in accordance with the preceding sentenceprovisions of this Section 3.2 shall specifically name the Person(s) to whom the Transferor intends to Transfer the Securities, a new Sale Notice shall the number of Securities which it or he intends so to Transfer to each Person and the price per Security and other terms upon which each intended Transfer is to be given to made. To the Companyextent that the price per Security includes any non-cash consideration, and the price per Security payable by the Company shall again be offered a right equal the Fair Market Value of first refusal under the noncash consideration plus any cash consideration. For purposes of this Section 11 before 3.2, “Fair Market Value” shall be the Warrantmarket value of such noncash consideration as determined by an independent appraiser mutually agreeable to the Company and the Transferor. The cost of such appraisal shall be shared equally by the Company and the Transferor. All Transfers to the Company hereunder shall be consummated contemporaneously at the offices of the Company on a mutually satisfactory business day as soon as practicable once the Company agrees in writing to purchase the Securities. The delivery of certificates or other instruments evidencing such Securities, any portion thereof duly endorsed for Transfer, shall be made on such date against payment of the purchase price for such Securities. Notwithstanding the foregoing, this Section 3.2 shall not apply to Transfers made after July 21, 2018 by (i) Xxxx Capital Venture Fund 2014, L.P. or any SharesAffiliate thereof (the “Series E Investor”), (ii) Mastercard or any Affiliate thereof, (iii) CDPQ or any Affiliate thereof, or (iv) Temasek or any Affiliate thereof, or (v) any Senior Preferred Holder, Redeemable Preferred Holder or Convertible Common Holder or any Affiliate thereof, in each case as long as such Transfers comply with Section 1 herein. Notwithstanding the case may beforegoing, may be sold this Section 3.2 shall not apply to Transfers made after December 27, 2020 by Capital Group or otherwise transferredany Affiliate thereof as long as such Transfers comply with Section 1 herein.

Company Right of First Refusal. (a) Before If a Management Shareholder (an "Offeror") desires to Transfer Shares to another Management Shareholder pursuant to the Warrantprovisions of Section 3.5(a)(v): (i) such Offeror shall give notice of such offer (the "Transfer Notice") to the Company. The Transfer Notice shall state the terms and conditions of such offer, including the name of the prospective purchaser, the proposed purchase price per share of such Shares (the "Offer Price"), payment terms (including a description of any proposed non-cash consideration), the type of disposition and the number of such Shares to be transferred ("Offered Shares"). The Transfer Notice shall further state that the Company may acquire, in accordance with the provisions of this Agreement, any portion thereof or any of the Offered Shares may be sold or otherwise transferred for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (ii) For a period of ten Business Days after receipt of the Transfer Notice (the "Option Period"), the Company may, by notice in writing to the HolderOfferor delivering such Transfer Notice, elect in writing to purchase all, but not less than all, of the Offered Shares at the Offer Price. The closing of the purchase of Shares pursuant to Section 3.5, shall take place at the principal office of the Company on the tenth day after the expiration of the Option Period. At such Closing, the Company shall have a right deliver to the Offeror, against delivery of first refusal to purchase certificates duly endorsed and stock powers representing the WarrantShares being acquired by the Company, such portion thereof and/or any such Shares, as the case may beOffer Price, on the same terms and conditions as set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests Notice (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at including any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors described therein), payable in respect of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not Shares being purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.All

Company Right of First Refusal. (a) Before the Warrant, Subject to any portion thereof superior right granted to or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the WarrantCompany's Bylaws, if any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Management Holder shall desire to Transfer any of its Stock to a Third Party, it shall first deliver to the Company a and to each of the Preferred Holders written notice of the proposed transaction (the "Sale NoticeFIRST OFFEROR'S NOTICE")) no less than fifteen (15) Business Days prior to the expected date of such Transfer, in accordance with Section 15identifying the proposed transferee, stating accompanied by a copy of a binding bona fide offer to purchase such Stock signed by such transferee and setting forth: (i) the Holder's bona fide intention to sell or otherwise transfer name and address of the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may beThird Party, (ii) the name number of the shares of Stock proposed purchaser or other transferee (the "Proposed Buyer")to be Transferred, and (iii) the bona fide cash price or other proposed amount and form of consideration for which and terms and conditions of payment offered by the Holder proposes to transfer the Transfer Interests Third Party (the "Offered PriceTHIRD PARTY TERMS"), ) and (iv) that the Third Party has been informed of the rights of first refusal and tag-along rights provided for in this Article III and has agreed to purchase shares of Stock in accordance with the terms hereof. A First Offeror's Notice shall be deemed an offer by such selling Management Holder shall offer to sell the Transfer Interests to the Company Company, which may be accepted, in whole but not in part, by vote of the Board, excluding any director who is such selling Management Holder or any affiliate thereof, within ten (10) Business Days of the receipt of such First Offeror's Notice, on the same terms and conditions and at the Offered Price. (c) same price at which such selling Management Holder is proposing to transfer such shares or other securities to such Third Party. The Company may, at purchase of any time within sixty (60) days after receipt such shares or other securities by the Company shall be settled within ten (10) Business Days of a Sale Notice, elect to the date of the acceptance of the offer and the purchase the Transfer Interests by giving written notice price shall be paid to the Holder, selling Management Holder on substantially the same terms and conditions as contained in accordance with Section 15, at a purchase price equal to the Offered Price First Offeror's Notice (provided that if the "Purchase Price"). If the Offered Price includes terms of payment involve consideration other than cash, the cash equivalent value Board of the non-cash consideration shall be determined by the board of directors Directors of the Company shall determine, in good faith. faith and on a reasonable basis, the fair market value of such consideration and such fair market value shall be the price payable in cash by the Company). In the event that the Company does not accept the offer set forth in the First Offeror's Notice within ten (d10) Payment Business Days, the Company shall, by the last day of such period, give written notice of that fact to all of the Purchase Price shall be made Preferred Holders (the "SECOND OFFEROR'S NOTICE"). If the Company does not timely accept the offer set forth in cash (by check) within sixty (60) days after the date of the CompanyFirst Offeror's election Notice to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided hereinall of such Stock, then the selling Management Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, shall comply with Section 3.3 as provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferredbelow.

Company Right of First Refusal. With respect to Seagate, for so long as Seagate owns at least seven percent (7%) of the Company's outstanding Voting Stock and with respect to 3Com, for so long as 3Com owns at least one and three-quarters percent (1.75%) of the Company's outstanding Voting Stock and upon execution of this Agreement, such respective Investor shall not sell, assign, pledge, or in any manner transfer any of the shares or securities or other rights convertible into shares of the Company acquired under the Series F Agreement, the Series G Agreement, the Note Purchase Agreement or the Series H Agreement or otherwise or any right or interest therein, whether voluntarily of by operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth: (a) Before the Warrant, any portion thereof or any Shares may be sold If an Investor desires to sell or otherwise transferred by transfer any of its shares or Notes of the HolderCompany, then such Investor shall first give written notice thereof to the Company. The notice shall name the proposed transferee and state the number of shares of the Company or principal amount of the Notes to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer. (b) For thirty (30) days following receipt of such notice, the Company shall have a right of first refusal the option to purchase or cause an assignee of the Warrantrights hereunder to purchase, such portion thereof and/or any such Shares, as or all of the case may be, on shares or Notes specified in the notice at the price and upon the terms and conditions set forth in this Section 11. (b) If such notice; provided that if the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt purchase by the Company of less than all of the shares or Notes specified in the notice would cause such Investor to be unable to sell all of the shares or Notes at the price set forth in the notice, the Company's option shall only be exercisable if it purchases all of the shares or Notes specified in the notice. In the event of a Sale Noticegift, elect property settlement or other transfer in which the proposed transferee is not paying the full price for the shares or Notes, and that is not otherwise exempted from the provisions of this Section 8, the price shall be deemed to be the fair market value of the stock or Notes at such time as determined in good faith by the Company's Board of Directors. In the event that such Investor does not agree with such price of the stock or Notes as determined by the Company's Board of Directors, the parties shall engage an independent appraiser to determine the fair market value of the stock. In the event that the Company elects to purchase any or all of the Transfer Interests by giving shares or Notes, it shall give written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value such Investor of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price its election and settlement for said shares or Notes shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is below in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred8(c).

Company Right of First Refusal. (a) Before If a Management Shareholder (an "Offeror") desires to Transfer Shares to another Management Shareholder pursuant to the Warrantprovisions of Section 3.5(a)(v): (i) such Offeror shall give notice of such offer (the "Transfer Notice") to the Company. The Transfer Notice shall state the terms and conditions of such offer, including the name of the prospective purchaser, the proposed purchase price per share of such Shares (the "Offer Price"), payment terms (including a description of any proposed non-cash consideration), the type of disposition and the number of such Shares to be transferred ("Offered Shares"). The Transfer Notice shall further state that the Company may acquire, in accordance with the provisions of this Agreement, any portion thereof or any of the Offered Shares may be sold or otherwise transferred for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (ii) For a period of ten Business Days after receipt of the Transfer Notice (the "Option Period"), the Company may, by notice in writing to the HolderOfferor delivering such Transfer Notice, elect in writing to purchase all, but not less than all, of the Offered Shares at the Offer Price. The closing of the purchase of Shares pursuant to Section 3.5, shall take place at the principal office of the Company on the tenth day after the expiration of the Option Period. At such Closing, the Company shall have a right deliver to the Offeror, against delivery of first refusal to purchase certificates duly endorsed and stock powers representing the WarrantShares being acquired by the Company, such portion thereof and/or any such Shares, as the case may beOffer Price, on the same terms and conditions as set forth in this Section 11the Transfer Notice (including any non-cash consideration described therein), payable in respect of the Shares being purchased by the Company. All of the foregoing deliveries will be deemed to be made simultaneously, and none shall be deemed completed until all have been completed. (b) If the Holder proposes The provisions of Section 3.6(a) shall not apply to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party a Management Shareholder (other than one that it controlsa Primary Executive) if such Management Shareholder Transfers Shares aggregating, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number all other prior Transfers of Shares (collectivelyby such Management Shareholder, the "Transfer Interests"), as the case may be, (ii) the name an amount less 21 27 than 25% of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Pricesuch Management Shareholder's Initial Ownership. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. (a) Before If a Management Shareholder (an "Offeror") desires to Transfer Shares to another Management Shareholder pursuant to the Warrantprovisions of Section 3.5(a)(v): (i) such Offeror shall give notice of such offer (the "Transfer Notice") to the Company. The Transfer Notice shall state the terms and conditions of such offer, including the name of the prospective purchaser, the proposed purchase price per share of such Shares (the "Offer Price"), payment terms (including a description of any proposed non-cash consideration), the type of disposition and the number of such Shares to be transferred ("Offered Shares"). The Transfer Notice shall further state that the Company may acquire, in accordance with the provisions of this Agreement, any portion thereof or any of the Offered Shares may be sold or otherwise transferred for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (ii) For a period of ten Business Days after receipt of the Transfer Notice (the "Option Period"), the Company may, by notice in writing to the HolderOfferor delivering such Transfer Notice, elect in writing to purchase all, but not less than all, of the Offered Shares at the Offer Price. The closing of the purchase of Shares pursuant to Section 3.5, shall take place at the principal office of the Company on the tenth day after the expiration of the Option Period. At such Closing, the Company shall have a right deliver to the Offeror, against delivery of first refusal to purchase certificates duly endorsed and stock powers representing the WarrantShares being acquired by the Company, such portion thereof and/or any such Shares, as the case may beOffer Price, on the same terms and conditions as set forth in this Section 11the Transfer Notice (including any non-cash consideration described therein), payable in respect of the Shares being purchased by the Company. All of the foregoing deliveries will be deemed to be made simultaneously, and none shall be deemed completed until all have been completed. (b) If the Holder proposes The provisions of Section 3.6(a) shall not apply to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party a Management Shareholder (other than one that it controlsa Primary Executive) if such Management Shareholder Transfers Shares aggregating, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice ("Sale Notice"), in accordance with Section 15, stating (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number all other prior Transfers of Shares (collectivelyby such Management Shareholder, the "Transfer Interests"), as the case may be, (ii) the name an amount less than 25% of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Pricesuch Management Share- holder's Initial Ownership. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred.

Company Right of First Refusal. (ai) Before the Warrant, any portion thereof The Committee Party or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such SharesAffiliate, as the case may be, on the terms and conditions set forth in this Section 11. proposing to Transfer any shares of Voting Stock shall (bi) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver to the Company a written notice (the "Sale Transfer Notice"), in accordance with Section 15, ) stating (iA) the Holder's bona fide intention to sell of such Committee Party or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests")Affiliate, as the case may be, to Transfer such shares of Voting Stock (iithe "Offered Shares"), (B) the name of the each proposed purchaser or other transferee transferee, if then known (the each, a "Proposed BuyerTransferee"), (C) the number of Offered Shares to be Transferred to each such Proposed Transferee, and (iiiD) the bona fide cash price or other consideration for which such Committee Party or Affiliate, as the Holder case may be, proposes to transfer Transfer the Transfer Interests Offered Shares (the "Offered Price"), and (ii) offer the Holder shall offer to sell Offered Shares at the Transfer Interests Offered Price to the Company at on the Offered Priceterms and subject to the same conditions set forth in the Transfer Notice. (cii) The At any time within ten (10) calendar days following the date upon which the Company receives a Transfer Notice (the "Exercise Period"), the Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, Committee Party or Affiliate proposing to Transfer such Offered Shares elect to purchase all or any portion of the Offered Shares at a purchase price equal to the Offered Price (the "ROFR Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of Company Board and the Company Committee Party or Affiliate proposing to Transfer such Offered Shares in good faith. . The Company shall pay the ROFR Purchase Price within fifteen (d15) Payment calendar days after the end of the Exercise Period. The Company may pay the ROFR Purchase Price shall be made Price, at the option of the Company, (i) in cash (by checkcheck or wire transfer), (ii) within sixty (60) days after the date by cancellation of all or a portion of any outstanding indebtedness of the Committee Party or Affiliate proposing to Transfer such Offered Shares to the Company's election , if any, or (iii) by any combination thereof. The sale shall constitute a representation and warranty by the Committee Party or Affiliate proposing to purchase Transfer such Offered Shares that the Transfer InterestsOffered Shares are being sold are free and clear of all liens and encumbrances of any kind or nature whatsoever. (eiii) If In the Transfer Interests are not purchased by event that the Company as provided hereinshall purchase less than all of the Offered Shares proposed in any Transfer Notice prior to the applicable Exercise Period, then the Holder Committee Party or Affiliate proposing to Transfer such Offered Shares may sell or otherwise transfer Transfer the Transfer Interests to the Proposed Buyer remaining Offered Shares at the Offered Price or at a higher price, provided that such sale or other transfer Transfer (i) is consummated completed within six forty five (645) months calendar days after the date end of the Sale NoticeExercise Period, and (ii) is in accordance with all the terms of this Agreement and all other agreements between the Holder Company, on the one hand, and the CompanyCommittee Parties, on the other hand, and (iii) is effected in accordance with any applicable securities laws. If the Offered Shares described in any Transfer Interests Notice are not transferred to the Proposed Buyer Transferred within such six-month period in accordance forty five (45) calendar day period, then any Committee Party or Affiliate thereof thereafter proposing a new Transfer of such Offered Shares shall be required to comply with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right provisions of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred3.2 in respect of such new Transfer.

Company Right of First Refusal. (a) Before the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by the Holder, the Company shall have a right of first refusal to purchase the Warrant, such portion thereof and/or any such Shares, as the case may be, on the terms The Stockholder hereby unconditionally and conditions set forth in this Section 11. (b) If the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number of the Shares it holds at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Holder shall deliver irrevocably grants to the Company a Right of First Refusal to purchase any and all Shares the Stockholder proposes to sell in a Permitted Sale during the Initial Period (any such purchase, a “ROFR Purchase”). To exercise its Right of First Refusal, the Company (or its permitted transferee or assign) must deliver an irrevocable written notice to the Stockholder within ten days ("including Saturdays and Sundays, but excluding days on which banking institutions in the State of New York are authorized or obligated by law or executive order to close) after the date of delivery of the Sale Notice"), Notice (determined in accordance with Section 15, stating 13.1 hereof) (i) the Holder's bona fide intention to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the board of directors of the Company in good faith. (d) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the such date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests to the Proposed Buyer at the Offered Price or at a higher price, provided that such sale or other transfer (i) is consummated within six (6) months after the date delivery of the Sale Notice, the “Sale Notice Delivery Date”). The closing of the Permitted Sale or ROFR Purchase, as applicable, shall take place, and all payments from the Proposed Purchaser or the Company (or its permitted transferee or assign), as applicable, shall have been delivered to the Stockholder, by the later of (a) the date specified in the Sale Notice and (iib) fifteen (15) business days after the Sale Notice Delivery Date, and any proposed Permitted Sale for which the Company did not exercise its Right of First Refusal and that is in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within consummated by such six-month period in accordance with the preceding sentence, date shall require a new Sale Notice shall and again be given subject to the Company’s Right of First Refusal in accordance with this Section 4.3(c). At or before the closing of a ROFR Purchase, and the Stockholder shall deliver or cause to be delivered to the Company shall again be offered (or its permitted transferee or assign) a right of first refusal under this Section 11 before stock certificate or certificates, properly endorsed for transfer, representing the WarrantShares being purchased (or, any portion thereof or any Shares, as in the case may beof any Shares that are not represented by certificates, may be sold or otherwise transferredsuch documentation as is necessary to effect such transfer).

Company Right of First Refusal. (a) Before In the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by event that Foundation and USV do not elect to purchase all of the HolderKey Holder Stock described in the Notice pursuant to Section 2.2, the Key Holder shall promptly give written notice (the “Second Notice”) to the Company and each of the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation or USV. The Company shall then have a right the right, exercisable upon written notice to the Key Holder (the “Company Notice”) within ten (10) days after the delivery of first refusal the Second Notice, to purchase shares of the Warrant, such portion thereof and/or any such Shares, as Key Holder Stock subject to the case may be, Second Notice and on the same terms and conditions as set forth in this Section 11. (b) If therein. The Company shall effect the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number purchase of the Shares it holds Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Company Notice, and at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3, in the event a written notice ("Sale Notice"Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i) and the termination of the USV Rights pursuant to Section 2.2(c)(ii), in accordance with Section 15, stating upon any such proposed Transfer (i) the Holder's bona fide intention Company shall have the initial purchase right to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, such Key Holder Stock and (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder Company’s purchase right shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt be exercisable by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined signed by the board of directors an officer of the Company in good faith. (dthe “Company Notice”) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests and delivered to the Proposed Buyer at Key Holder within a thirty (30) day period following the Offered Price or at a higher price, provided that receipt of any such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is Notice described in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred2.1.

Company Right of First Refusal. (a) Before In the Warrant, any portion thereof or any Shares may be sold or otherwise transferred by event that Foundation does not elect to purchase all of the HolderKey Holder Stock available pursuant to Section 2.2, the Key Holder shall promptly give written notice (the “Second Notice”) to the Company and each of the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation and that shall include the terms of the Foundation Notice set forth in Section 2.2. The Company shall then have a right the right, exercisable upon written notice to the Key Holder (the “Company Notice”) within ten (10) days after the delivery of first refusal the Second Notice, to purchase shares of the Warrant, such portion thereof and/or any such Shares, as Key Holder Stock subject to the case may be, Second Notice and on the same terms and conditions as set forth in this Section 11. (b) If therein. The Company shall effect the Holder proposes to sell or otherwise transfer the Warrant, any portion thereof or any number purchase of the Shares it holds Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Company Notice, and at such time to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Key Holder shall deliver to the Company a written notice ("Sale Notice")the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3, in accordance with the event a Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation ROFR Right pursuant to the last sentence of Section 152.2, stating upon any such proposed Transfer (i) the Holder's bona fide intention Company shall have the initial purchase right to sell or otherwise transfer the Warrant, any portion thereof or a certain number of Shares (collectively, the "Transfer Interests"), as the case may be, such Key Holder Stock and (ii) the name of the proposed purchaser or other transferee (the "Proposed Buyer"), and (iii) the bona fide cash price or other consideration for which the Holder proposes to transfer the Transfer Interests (the "Offered Price"), and the Holder Company’s purchase right shall offer to sell the Transfer Interests to the Company at the Offered Price. (c) The Company may, at any time within sixty (60) days after receipt be exercisable by the Company of a Sale Notice, elect to purchase the Transfer Interests by giving written notice to the Holder, in accordance with Section 15, at a purchase price equal to the Offered Price (the "Purchase Price"). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined signed by the board of directors an officer of the Company in good faith. (dthe “Company Notice”) Payment of the Purchase Price shall be made in cash (by check) within sixty (60) days after the date of the Company's election to purchase the Transfer Interests. (e) If the Transfer Interests are not purchased by the Company as provided herein, then the Holder may sell or otherwise transfer the Transfer Interests and delivered to the Proposed Buyer at Key Holder within a thirty (30) day period following the Offered Price or at a higher price, provided that receipt of any such sale or other transfer (i) is consummated within six (6) months after the date of the Sale Notice, and (ii) is Notice described in accordance with all the terms of this Agreement and all other agreements between the Holder and the Company. If the Transfer Interests are not transferred to the Proposed Buyer within such six-month period in accordance with the preceding sentence, a new Sale Notice shall be given to the Company, and the Company shall again be offered a right of first refusal under this Section 11 before the Warrant, any portion thereof or any Shares, as the case may be, may be sold or otherwise transferred2.1.