Common use of Failure to Fully Exercise Options; Co-Sale Clause in Contracts

Failure to Fully Exercise Options; Co-Sale. (a) If the Company and the Institutional Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor which has, pursuant to Section 5 of this Article V, expressed a desire to sell Voting Shares in the transaction (a "Participating Investor"), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate number of Voting Shares the Participating Investors wish to sell. The Selling Founder shall use his best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors wish to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder and the Participating Investors, then each Participating Investor and the Selling Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Founder or Participating Investor's ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Founder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchase. The transaction contemplated by the Notice shall be consummated not later than sixty (60) days after the expiration of the Option Period. (b) If the Participating Investors do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish to sell. If the Selling Founder wishes to sell, transfer or otherwise dispose of any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional Investors, or more than sixty (60) days after the expiration of the Option Period, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors on the same terms and procedures and time periods set forth above. (c) The proceeds of any sale made by the Selling Founder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors if the Selling Founder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) If the Company and the Institutional Investors non-selling Members do not exercise their options to purchase all of the Offered Shares Interest within the periods period described in this Agreement (the "“Option Period"”), then all options of the Company and the Institutional Investors non-selling Members to purchase the Offered SharesInterest, whether exercised or not, shall terminate, but each Institutional Investor Member which has, pursuant to Section 5 of this Article V11.4, expressed a desire to sell Voting Shares its Membership Interests in the transaction (a "“Participating Investor"Member”), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder Member of the aggregate number of Voting Shares the Participating Investors wish Members wishing to sell. The Selling Founder Member shall use his best commercially reasonable efforts to interest the Offeror in purchasing, in addition to the Offered SharesInterest, the Voting Shares Membership Interests of the Participating Investors wish to sellMembers. If the Offeror does not wish to purchase all of purchase, in addition to the Voting Shares Offered Interest, the Membership Interests made available by the Selling Founder and the Participating InvestorsMembers, then each Participating Investor Member and the Selling Founder Member shall be entitled to sell, at the price and on the terms and conditions set forth in the Disposition Notice, a portion of the Voting Shares Membership Interests being sold to the Offeror, in the same proportion as such Selling Founder Member or Participating Investor's Member’s ownership of Voting Shares Membership Interests bears to the aggregate number of Voting Shares Membership Interests owned by the Selling Founder Member and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseMembers. The transaction contemplated by the Disposition Notice shall be consummated not later than sixty (60) days after the expiration of the Option Period. (b) If the Participating Investors do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish to sell. If the Selling Founder wishes to sell, transfer or otherwise dispose of any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional Investors, or more than sixty (60) days after the expiration of the Option Period, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors on the same terms and procedures and time periods set forth above. (c) The proceeds of any sale made by the Selling Founder Member without compliance with the provisions of this Section 6 11.5 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors Members if the Selling Founder Member had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) 7.1. If the Company and the Institutional Investors do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "“Option Period"”), then all options of the Company and the Institutional Investors to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor which has, pursuant to Section 5 of this Article V6, expressed a desire to sell Voting Shares in the transaction (a "“Participating Investor"”), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder Holder of the aggregate number of Voting Shares the Participating Investors wish to sell. The Selling Founder Holder shall use his or her best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors wish to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder Holder and the Participating Investors, then each Participating Investor and the Selling Founder Holder shall be entitled to sell, at the price and on the terms and conditions set forth in the NoticeNotice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold), a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Founder Holder or Participating Investor's ’s ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Founder Holder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchase. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) 7.2. If the Participating Investors do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a)7.1, the Selling Founder Holder shall be entitled to sell to the Offeror, Offeror according to the terms set forth in the Notice, that number of his or her own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish are entitled to sellsell pursuant to Section 7.1. If the Selling Founder Holder wishes to sell, transfer or otherwise dispose of Transfer any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional Company and the Investors, or more than sixty (60) 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first be offered to the Company and the Investors on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth above. (c) 7.3. The proceeds of any sale made by the Selling Founder Holder without compliance with the provisions of this Section 6 7 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors if the Selling Founder Holder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) If the Company and the Institutional Investors RFR Holders do not exercise their options to purchase all of the Offered Shares within the periods period described in this Agreement Article IV (the "Option Period"), then all options of the Company and the Institutional Investors RFR Holders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor RFR Holder which has, pursuant to Section 5 of this Article V4(a), expressed a desire to sell Voting Shares in the transaction (a "Participating InvestorRFR Holder"), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate number of Voting Shares the Participating Investors wish to sellSection 5. The Selling Founder shall use his best efforts to interest the Offeror Offeree in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors RFR Holders wish to sell. If the Offeror Offeree does not wish to purchase all of the Voting Shares shares made available by the Selling Founder and the Participating InvestorsRFR Holders, then each Participating Investor RFR Holder and the Selling Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, a portion of the Voting Offered Shares being sold to the OfferorOfferee, with the number of Shares to be sold by each Participating RFR Holder based on the priorities set forth in the same proportion as such first sentence of Section 4(a) and the allocation between the Selling Founder or Founder, on the one hand, and the Participating Investor's ownership of Voting Shares bears RFR Holders, on the other hand, to the aggregate be pro rata based on number of Voting Shares owned by the Selling Founder and the such Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseRFR Holders. The transaction contemplated by the Notice notice shall be consummated not later than sixty (60) five days after the expiration of the Option Period. (b) If the Participating Investors RFR Holders do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a5(a), the Selling Founder shall be entitled to sell to the OfferorOfferee, according to the terms set forth in the Notice, that number of his own Voting Founder Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror Offeree and the number of Voting Shares the Participating Investors RFR Holders wish to sell. If the Selling Founder wishes to sell, transfer or otherwise dispose of any such Voting Founder Shares at a price per Voting Share share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsRFR Holders, or more than sixty (60) five days after the expiration of the Option Period, such Founder Shares must, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors RFR Holders on the same terms and conditions as given the Offeree, and in accordance with the procedures and time periods set forth above. (c) The proceeds of any sale made by the Selling Founder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors if the Selling Founder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) If the Company and the Institutional Investors Eligible Shareholders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors Eligible Shareholders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor which Eligible Shareholder has, pursuant to Section 5 of this Article V4.5, expressed a desire to sell Voting Shares in the transaction (a "Participating InvestorShareholder"), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder Shareholder of the aggregate number of Voting Shares the Participating Investors Shareholders wish to sell. The Selling Founder Shareholder shall use his its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors Shareholders wish to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder Shareholder and the Participating InvestorsShareholders, then each the Participating Investor Shareholders and the Selling Founder Shareholder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Founder Shareholder or Participating Investor's ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Founder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchase. The transaction contemplated by the Notice shall be consummated not later than sixty (60) days after the expiration of the Option Period.Shareholders' (b) If the Participating Investors Shareholders do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a4.6(a), the Selling Founder Shareholder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his its own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish Shareholders are entitled to sellsell pursuant to Section 4.6(a). If the Selling Founder Shareholder wishes to sell, transfer or otherwise dispose of Transfer any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsCompany and the Eligible Shareholders, or more than sixty (60) 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Company and the Eligible Shareholders on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth above. (c) The proceeds of any sale made by the Selling Founder Existing Shareholder without compliance with the provisions of this Section 6 4 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors Shareholders if the Selling Founder Shareholder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) If the Company and the Institutional Investors do not exercise their options any of Xxxxxxx Xxxxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx or Xxxxxx Xxxxxx (each a "Co-Sale Offeror") desires to purchase all transfer any of the Offered Shares within held by such individual to a third party pursuant to a bona fide offer, or any interest in such Shares, in any transaction other than pursuant to Section 3(c) of this Agreement, after meeting the periods described requirements of Sections 4, 5, and 6 herein, such Co-Sale Offeror shall only be able to transfer any Remaining Shares after meeting the requirements of this Section 7 which entitles each holder of shares of Preferred Stock to transfer its Shares in such Proposed Transaction pursuant to this Agreement Section 7(a) (each such holder of Preferred Stock who so elects to transfer, a "Participating Stockholder"). As soon as practicable following the expiration of the 15-day period set forth in Section 6(a), and in no event later than five days thereafter, the Co-Sale Offeror shall provide notice to each holder of Preferred Stock (the "Co-Sale Notice") of its right to participate in the Proposed Transaction on a pro rata basis with the Co-Sale Offeror (the "Co-Sale Option"). Each of the holders of Preferred Stock shall have the right to exercise its Co-Sale Option by giving written notice of such intent to participate (the "Co-Sale Acceptance Notice") to the Co-Sale Offeror within ten days after receipt of the Co-Sale Notice (the "Co-Sale Election Period"), then all options . Each such acceptance notice shall indicate the maximum number of Shares which the Participating Stockholder wishes to transfer. Any Participating Stockholder shall be permitted to transfer to the relevant Offeror in connection with any exercise of the Company and Co-Sale Option, at its option, (i) shares of Common Stock acquired upon conversion of such Preferred Stock, (ii) an option to acquire Common Stock when such Participating Stockholder receives the Institutional Investors to purchase same upon conversion of such Preferred Stock, with the Offered Sharessame effect as if Common Stock were being conveyed, whether exercised or not, shall terminate, but each Institutional Investor which has, pursuant to Section 5 (iii) shares of this Article V, expressed a desire to sell Voting Shares in the transaction (a "Participating Investor"), shall be entitled to do so pursuant to this SectionPreferred Stock. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate number of Voting Shares the Participating Investors wish to sell. The Selling Founder Co-Sale Offeror shall use his best efforts to interest the Offeror in purchasing, in addition to the Offered Remaining Shares, the Voting Shares the Participating Investors Stockholders wish to selltransfer. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder Co-Sale Offeror and the Participating InvestorsStockholders, then each Participating Investor Stockholder and the Selling Founder Co-Sale Offeror shall be entitled to sell, at the price and on the terms and conditions set forth in the NoticeNotice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold), a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Founder Co-Sale Offeror's or Participating InvestorStockholder's ownership of Voting Shares (on an as-converted to Common Stock basis) bears to the aggregate number of Voting Shares (on an as-converted to Common Stock basis) owned by the Selling Founder Co-Sale Offeror and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseStockholders. The transaction contemplated by the Notice Notice, as adjusted pursuant to this Section 7(a), shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) If the Participating Investors Stockholders do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a7(a), the Selling Founder Co-Sale Offeror shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his own Voting Remaining Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish Stockholders are entitled to sellsell pursuant to Section 7(a). If the Selling Founder Co-Sale Offeror wishes to sell, transfer or otherwise dispose of sell any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsCompany and the Qualified Stockholders, or more than sixty (60) 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Company and the Qualified Stockholders on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth above. (c) The Within ten calendar days after the end of the Co-Sale Election Period, the Co-Sale Offeror shall promptly notify each Participating Stockholder of the number of Shares held by such Participating Stockholder that will be included in the sale in connection with the Proposed Transaction and the date on which the Proposed Transaction will be consummated, which shall be no later than the later of (i) 30 calendar days after the end of the Co-Sale Election Period and (ii) the satisfaction of any governmental approval or filing requirements, if any. Each Participating Stockholder may effect its participation in any Proposed Transaction hereunder by delivery to the Offeror, or to the Co-Sale Offeror for delivery to the Offeror, of one or more instruments or certificates, properly endorsed for transfer, representing the Shares it elects to sell pursuant thereto. At the time of consummation of the Proposed Transaction, the Offeror shall remit directly to each Participating Stockholders that portion of the sale proceeds to which the Participating Stockholder is entitled by reason of its participation with respect thereto. No Shares may be purchased by the Offeror from the Co-Sale Offeror unless the Offeror simultaneously purchases from the Participating Stockholders all of the Shares that they have elected to sell pursuant to this Section 7. (d) Prior to the effectiveness of any sale made by to an Offeror hereunder, such Offeror shall have executed and delivered a counterpart signature page hereto, and such Offeror shall have all the Selling Founder without compliance with rights and obligations under Sections 4, 5, 6 and 7 as if such Offeror were a Co-Sale Offeror. (e) Notwithstanding anything to the provisions contrary herein, the rights provided to the holders of Preferred Stock in this Section 6 shall be deemed 7 will terminate upon the closing of (i) an Initial Public Offering or (ii) a Sale (as hereinafter defined) of the Company in consideration for cash proceeds or to be held in constructive trust in any entity required to file periodic reports pursuant to the Exchange Act (such amount as would have been due the Participating Investors if the Selling Founder had complied with this Agreementtransaction, a "Public Sale").

Failure to Fully Exercise Options; Co-Sale. (a) 6.1. If the Company and the Institutional Investors Stockholders do not exercise their options to purchase all of the Offered Shares or Notes, as the case may be, within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors Stockholders to purchase the Offered SharesShares or Notes, as the case may be, whether exercised or not, shall terminate, but each Institutional Investor holder of Co-Sale Shares or Notes, as the case may be, which has, has given notice pursuant to Section 5 of this Article V, expressed a such holder's desire to sell Voting Co-Sale Shares or Notes, as the case may be, in the transaction (a "Participating InvestorCo-Sale Seller"), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Offeror and the Initial Selling Founder Stockholder of the aggregate number of Voting Co-Sale Shares or Notes, as the case may be, the Participating Investors Co-Sale Sellers wish to sell. The Initial Selling Founder Stockholder shall use his best its commercially reasonable efforts to interest the Offeror in purchasing, in addition to the Offered SharesShares or Notes, as the case may be, the Voting Co-Sale Shares or Notes, as the case may be, that the Participating Investors Co-Sale Sellers wish to sell. If the Offeror does not wish to purchase all of the Voting Co-Sale Shares or Notes, as the case may be, made available by the Initial Selling Founder Stockholder and the Participating InvestorsCo-Sale Sellers, then each Participating Investor Co-Sale Seller and the Initial Selling Founder Stockholder shall be entitled to sell, at the price (subject to adjustment as described below) and on the same terms and conditions set forth in the Notice, Notice (or in the case of a portion Participating Co-Sale Seller offering Co-Sale Shares that are shares of Preferred Stock of the Voting Company when the Initial Selling Stockholder offers shares of Common Stock, then such terms and conditions as would result if such offered Co-Sale Shares were deemed to have been converted into Common Stock), its "pro rata portion" of the Shares or Notes, as the case may be, being sold to the Offeror. In determining the "pro rata portion" of the Shares being sold to the OfferorOfferor of a Participating Co-Sale Seller or an Initial Selling Stockholder for purposes of this Section 6, in (i) all shares of Preferred Stock shall be deemed to have been converted into Common Stock, and (ii) a Participating Co-Sale Seller's or an Initial Selling Stockholders' "pro rata portion" shall be represented by a fraction, (A) the same proportion as such numerator of which equals the number of Shares (on an as-converted basis) then owned by the Participating Co-Sale Seller or the Initial Selling Founder or Participating Investor's ownership Stockholder and (B) the denominator of Voting Shares bears to which equals the aggregate number of Voting Shares (on an as-converted basis) then owned by the Initial Selling Founder Stockholder and all of the Participating Co-Sale Sellers; provided, that, to the extent that (a) the Offered Shares consist of capital stock of the Company and the Participating Investors. IfCo-Sale Shares consist of the Enron Warrant, howeverthe Common Stock Warrants or the Series C Warrants (collectively, the "Warrants"), the price for such Warrants shall be discounted by then current exercise price of such Warrants, (b) to the extent that the Offered Shares consist of Warrants and the Co-Sale Shares consist of Common Stock or Preferred Stock, the price for such Common Stock or Preferred Stock, as a result the case may be, shall be increased by an amount equal to the then current exercise price of such prorationWarrants and (c) to the extent that the Offered Shares consist of Warrants and the Co-Sale Shares consist of Warrants with different exercise prices, Nortel the price for the Warrants constituting Co-Sale Shares shall own be equitably adjusted to reflect such difference; provided, further, that, in the event that any adjustment pursuant to clauses (a) or (c) above shall result in a price that is equal to or less than ten percent zero (10%0) for the Warrants constituting Co-Sale Shares, the Participating Co-Sale Seller shall not be entitled to include such Co-Sale Shares. In determining the "pro rata portion" of the Voting Shares on Notes being sold to the Offeror of a fully diluted basisParticipating Co-Sale Seller or an Initial Selling Stockholder for purposes of this Section 6, the a Participating Co-Sale Seller's or an Initial Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a Stockholders' "pro rata basisportion" shall be represented by a fraction, (A) proposed to be sold, such that Nortel is able to have the numerator of which equals aggregate principal amount and accrued and unpaid interest outstanding under the Notes then owned by the Participating Co-Sale Seller or the Initial Selling Stockholder and (B) the denominator of which equals the aggregate principal amount and accrued and unpaid interest outstanding under the Notes then owned by the Initial Selling Stockholder and all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseParticipating Co-Sale Sellers. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) 6.2. If the Participating Investors Co-Sale Sellers do not elect to sell the full number of Voting Co-Sale Shares or Notes, as the case may be, which they are entitled to sell pursuant to Section 6(a)6.1, the Initial Selling Founder Stockholder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his its own Voting Co-Sale Shares (or Shares, if the Initial Selling Stockholder is not a holder of Co-Sale Shares) or Notes, as the case may be, which equals the difference between the number of Voting Shares or Notes, as the case may be, desired to be purchased by the Offeror and the number of Voting Co-Sale Shares or Notes, as the case may be, the Participating Investors wish Co-Sale Sellers are entitled to sellsell pursuant to Section 6.1. If the Initial Selling Founder Stockholder wishes to sell, transfer or otherwise dispose of any such Voting Shares or Notes, as the case may be, at a price per Voting Share share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsCompany and the Stockholders, to a transferee other than the Offeror, or more than sixty (60) 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first or Notes, as the case may be, shall again be offered subject to the Investors on the same terms and procedures and time periods restrictions set forth abovein this Agreement. (c) The 6.3. Without implying that unauthorized Transfers are permissible hereunder, the proceeds of any sale Transfers made by the Initial Selling Founder Stockholder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors Co-Sale Sellers if the Initial Selling Founder Stockholder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) If 6.1. To the extent that the Company and the Institutional Investors Purchasers do not fully exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "“Option Period"”), then all options of the Company and the Institutional Investors to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor which hasPurchaser that, pursuant to Section 5 of this Article V5, expressed a desire to sell Voting Shares in the transaction (a "the “Participating Investor"Purchaser”), shall be entitled to do so pursuant to this Section, provided that the Selling Party holds at least 500,000 Shares and desires to sell at least 100,000 Shares. In the event that any of (i) Xxxx Xxxxxxx, (ii) Xxxxxx X. Xxxxxxxx Xx. or (iii) Xxxxxxx Xxxxxx is the Selling Party, each Purchaser shall be entitled to sell Shares in the transaction and shall be included in the definition of Participating Purchaser. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder Party of the aggregate number of Voting Shares the each Participating Investors wish Purchaser wishes to sell. The Selling Founder Party shall use his the Selling Party’s best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the each Participating Investors wish Purchaser wishes to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder Party and the each Participating InvestorsPurchaser, then each Participating Investor Purchaser and the Selling Founder Party shall be entitled to sell, at the price and on the terms and conditions set forth in the NoticeNotice (provided that the price set forth in the Notice with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be sold), a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Founder Party or each Participating Investor's Purchaser’s ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Founder Party and the such Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchasePurchasers. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) 6.2. If the a Participating Investors do Purchaser does not elect to sell the full number of Voting Shares which they are it is entitled to sell pursuant to Section 6(a)6.1, the Selling Founder Party shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his the Selling Party’s own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish to sellsuch difference. If the Selling Founder Party wishes to sell, transfer or otherwise dispose of Transfer any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsCompany, or more than sixty (60) 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Company on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth abovein Section 4, 5 and 6 hereto. (c) The proceeds of any sale made by the Selling Founder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors if the Selling Founder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) If the Company and the Institutional Investors Purchasers do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors Purchasers to purchase the Offered Shares, whether exercised or not, shall terminateterminate with respect to that sale only, but each Institutional Investor Purchaser which has, pursuant to Section 5 of this Article V, expressed a desire to sell Voting Shares in the transaction (a "Participating InvestorPurchaser"), shall be entitled to do so pursuant to this SectionSection 6. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate number of Voting Shares the Participating Investors Purchasers wish to sell. The Selling Founder shall use his best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors Purchasers wish to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder and the Participating InvestorsPurchasers, then each Participating Investor Purchaser and the Selling Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Founder or Participating InvestorPurchaser's ownership of Voting Shares bears to the aggregate number of Voting Shares owned held by the Selling Founder and the Participating InvestorsPurchasers. If, however, as a result Any Participating Purchaser may at its option convert the portion of such proration, Nortel shall own less than ten percent (10%) of its Preferred Stock requested to be included in the Voting Shares on a fully diluted basis, proposed sale by the Selling Founder into Common Stock. The Company and the other Participating Investors shall, upon request by Nortel, reduce their respective portions Selling Founder agree to make any such conversion concurrent with the actual transfer of Voting Shares (on a pro rata basis) such shares to the proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchasetransferee. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) If the Participating Investors Purchasers do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors Purchasers wish to sell. If the Selling Founder wishes to sell, transfer or otherwise dispose of any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsPurchasers, or more than sixty (60) 60 days after the expiration of the Option Period, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Purchasers on the same terms and procedures and time periods set forth aboveabove in Sections 4 and 5 and must again be subject to the co-sale rights in this Section 6. (c) The proceeds of any sale made by the Selling Founder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors Purchasers if the Selling Founder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) If the Founders, the Company and the Institutional Investors Purchaser do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "“Option Period"”), then all options of the Company and the Institutional Investors Purchaser to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor which . If either or both of the Founders or the Purchaser has, pursuant to Section 5 of this Article V3.6, expressed a desire to sell Voting Shares shares in the transaction (a "Participating Investor")transaction, then it shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptlySection 3.7. (b) Promptly, on expiration of the Option Period, the Party wishing to participate shall notify the Selling Founder Party of the aggregate number of Voting Shares shares the Participating Investors wish participating Party wishes to sell. The Selling Founder Party shall use his best efforts to interest cause the Offeror in purchasing, in addition to purchase the Offered Shares, shares the Voting Shares the Participating Investors wish participating Party wishes to sell. If the Offeror does not wish to purchase all of the Voting Shares shares made available by the Selling Founder Party and the Participating Investorsparticipating Party, then each Participating Investor the participating Party and the Selling Founder Party shall be entitled to sell, at the price and on the terms and conditions set forth in the NoticeNotice (provided that the price set forth in the Offer with respect to Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any preferred shares to be sold), a portion of the Voting Shares shares being sold to the Offeror, in the same proportion as such participating Party’s and the Selling Founder or Participating Investor's Party’s ownership of Voting Shares shares bears to the aggregate number of Voting Shares shares owned by the Selling Founder participating Party and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseParty. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) If the Participating Investors do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish to sell. If the Selling Founder wishes to sell, transfer or otherwise dispose of any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional Investors, or more than sixty (60) days after the expiration of the Option Period, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors on the same terms and procedures and time periods set forth above. (c) The proceeds of any sale made by the Selling Founder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors if the Selling Founder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) 6.1 If the Company and the Institutional Investors Purchasers and Founders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option PeriodOPTION PERIOD"), then all options of the Company and the Institutional Investors Purchasers and Founders to purchase the Offered Shares, whether exercised or not, shall terminate, ; but each Institutional Investor which Purchaser and Founder who has, pursuant to Section 5 of this Article V5, expressed a desire to sell Voting Shares in the transaction (a "Participating InvestorPARTICIPANTS"), ) shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on upon expiration of the Option Period, notify the Significant Selling Founder Stockholder of the aggregate number of Voting Shares the Participating Investors Participants wish to sell. The Significant Selling Founder Stockholder shall use his or its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors Participants wish to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Significant Selling Founder Stockholder and the Participating InvestorsParticipants, then each Participating Investor Participant and the Significant Selling Founder Stockholder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, a portion of the Voting Shares being sold to the Offeror, in the same proportion as the Significant Selling Stockholder or such Selling Founder or Participating InvestorParticipant's ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Significant Selling Founder Stockholder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseParticipants. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) If the Participating Investors do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a), the 6.2 The Selling Founder Stockholder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and (if applicable) the number of Voting Shares the Participating Investors Participants wish to sellsell in accordance with the provisions of Section 6.1 hereof. If the Selling Founder Stockholder wishes to sell, transfer or otherwise dispose of Transfer any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsCompany and the Purchasers and Founders, or more than sixty (60) 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Company and the Purchasers and Founders on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth above. (c) 6.3 The proceeds of any sale made by the Selling Founder Stockholder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors Purchasers and Founders if the Selling Founder Stockholder had complied with this Agreement. The contents of any such trust shall be delivered to the Purchasers and Founders upon surrender of the applicable Shares to the Selling Stockholder.

Failure to Fully Exercise Options; Co-Sale. (ai) If the Company LLC and the Institutional Investors Eligible Members do not exercise their options to purchase all of the Offered Shares Units within the periods described in this Agreement Section 7.5 (the "“Option Period"”), then all options of the Company LLC and the Institutional Investors Eligible Members to purchase the Offered SharesUnits, whether exercised or not, shall terminate, but each Institutional Investor Eligible Member which has, pursuant to Section 5 of this Article V7.5(c)(i), expressed a desire to sell Voting Shares Transfer Units in the transaction (a "“Participating Investor"Eligible Member”), shall be entitled to do so pursuant to this SectionSection 7.5(d). The Secretary of the Company LLC shall promptly, on expiration of the Option Period, notify the Selling Founder Member of the aggregate number of Voting Shares Units the Participating Investors Eligible Members wish to sellTransfer. The Selling Founder Member shall use his its best efforts to interest the Offeror in purchasing, in addition to the Offered SharesUnits, the Voting Shares Units the Participating Investors Eligible Members wish to sellTransfer. If the Offeror does not wish to purchase all of the Voting Shares Units made available by the Selling Founder Member and the Participating InvestorsEligible Members, then each Participating Investor Eligible Member and the Selling Founder Member shall be entitled to sellTransfer, at the price and on the terms and conditions set forth in the NoticeOPE Notice (or in Section 7.5(e), as applicable), a portion of the Voting Shares Units being sold to the Offeror, in the same proportion as such Selling Founder Member’s or Participating Investor's Eligible Member’s ownership of Voting Shares Units bears to the aggregate number of Voting Shares Units owned by the Selling Founder Member and the Participating Investors. IfEligible Members; provided that the price set forth in the OPE Notice with respect to any Units convertible into a different class of Units, howeveror any Units possessing a liquidation preference over one or more other classes of Units (including by reason of another class of Units constituting profits interests) shall be appropriately adjusted, as a result if necessary, based on the conversion ratio of such proration, Nortel shall own less than ten percent (10%) any convertible Units to be sold and/or on the amounts distributable in liquidation of the Voting Shares on LLC with respect to any Units possessing a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseliquidation preference. The transaction contemplated by the OPE Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (bii) If the Participating Investors Eligible Members do not elect to sell Transfer the full number of Voting Shares Units which they are entitled to sell Transfer pursuant to Section 6(a7.5(d)(i), the Selling Founder Member shall be entitled to sell to the Offeror, according to the terms set forth in the NoticeOPE Notice (or in Section 7.5(e), as applicable), that number of his its own Voting Shares Units which equals the difference between the number of Voting Shares Units desired to be purchased by the Offeror and the number of Voting Shares Units the Participating Investors wish Eligible Members Transfer pursuant to sellSection 7.5(d)(i). If the Selling Founder Member wishes to sell, transfer or otherwise dispose Transfer (including an indirect Transfer pursuant to an Optional Purchase Event described in clause (ii) of Section 7.5(e)) any such Voting Shares Units at a price per Voting Share Unit which differs from that set forth in the OPE Notice, upon terms different from those previously offered to the Institutional InvestorsLLC and the Eligible Members, or more than sixty (60) 90 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares Units must first be offered to the Investors LLC and the Eligible Members on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth above. (ciii) The proceeds of any sale Transfer made by the Selling Founder Member without compliance with the provisions of this Section 6 7.5 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors Eligible Members if the Selling Founder Member had complied with this Agreement. Any Transfer of Units to the Offeror shall comply with the other provisions of this Agreement, and the Offeror shall be a mere assignee and shall not become a Member unless admitted to the LLC as such pursuant to the terms of this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) 6.1. If the Company and the Institutional Investors Stockholders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors Stockholders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor Purchaser which has, pursuant to Section 5 of this Article V5, expressed a desire to sell Voting Co-Sale Shares in the transaction (a "Participating InvestorPurchaser"), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder Purchasers of the aggregate number of Voting Co-Sale Shares the Participating Investors Purchasers wish to sell. The Initial Selling Founder Stockholder shall use his its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Co-Sale Shares the Participating Investors Purchasers wish to sell. If the Offeror does not wish to purchase all of the Voting Co-Sale Shares made available by the Initial Selling Founder Stockholder and the Participating InvestorsPurchasers, then each Participating Investor Purchaser and the Initial Selling Founder Stockholder shall be entitled to sell, at the same price and on the same terms and conditions set forth in the NoticeNotice (or in the case of a Purchaser offering Co-Sale Shares that are shares of Preferred Stock of the Company when the Initiating Selling Stockholder offers shares of Common Stock, then such terms and conditions as would result if such offered Co-Sale Shares were deemed to have been converted into Common Stock), a portion of the Voting Shares being sold to the Offeror, in the same proportion as such the Initial Selling Founder Stockholder's or Participating InvestorPurchaser's ownership of Voting Co-Sale Shares (or if either BayCorp or Equiva is the Initiating Selling Stockholder, ownership of Shares owned by such party and Co-Sale Shares owned by Participating Purchasers) bears to the aggregate number of Voting Co-Sale Shares owned by the Initial Selling Founder Stockholder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent Purchasers (10%) of or if either BayCorp or Equiva is the Voting Shares on a fully diluted basisInitiating Selling Stockholder, the Selling Founder aggregate number of Shares owned by such party and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Co-Sale Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased owned by the Offeror or such lower amount that the Offeror has offered to purchaseParticipating Purchasers). The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) 6.2. If the Participating Investors Purchasers do not elect to sell the full number of Voting Co-Sale Shares which they are entitled to sell pursuant to Section 6(a)6.1, the Initial Selling Founder Stockholder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his its own Voting Co-Sale Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish to sell. If the Selling Founder wishes to sell(or Shares, transfer or otherwise dispose of any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional Investors, or more than sixty (60) days after the expiration of the Option Period, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors on the same terms and procedures and time periods set forth above. (c) The proceeds of any sale made by the Selling Founder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors if the Selling Founder had complied with this Agreement.Initiating Selling

Failure to Fully Exercise Options; Co-Sale. (a) If the Company and the Institutional Investors Offered Holders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors Offered Holders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor Offered Holder which has, pursuant to Section 5 of this Article V, expressed a desire to sell Voting Shares in the transaction (a "Participating InvestorOffered Holder"), shall be entitled to do so pursuant to this Section. The Secretary of the Company Company, shall promptly, on expiration of the Option Period, notify the Selling Founder of the aggregate number of Voting Shares the Participating Investors Offered Holders wish to sell. The Selling Founder shall use his best efforts to interest the Offeror in purchasing, in addition to the Offered offered Shares, the Voting Shares the Participating Investors Offered Holders wish to sell. If the Offeror offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder and the Participating InvestorsOffered Holders, then each Participating Investor Offered Holder and the Selling Founder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, a portion of the Voting Shares being sold to the Offerorofferor, in the same proportion as such Selling Founder or Participating InvestorOffered Holder's ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Founder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseOffered Holders. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) If the Participating Investors Offered Holders do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a), the Selling Founder shall be entitled to sell to the Offerorofferor, according to the terms set forth in the Notice, that number of his own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror offeror and the number of Voting Shares the Participating Investors Offered Holders wish to sell. If the Selling Founder wishes to sell, transfer or otherwise dispose of any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsCompany and the Offered Holders, or more than sixty (60) 60 days after the expiration of the Option Period, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Company and the Offered Holders on the same terms and procedures and time periods set forth above. (c) The proceeds of any sale made by the Selling Founder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors if the Selling Founder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) 6.1 If the Company and the Institutional Investors Purchasers or Founders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors Purchasers or Founders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor Purchaser or Founder which has, pursuant to Section 5 of this Article V5, expressed a desire to sell Voting Shares in the transaction (a "Participating InvestorPurchaser"), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder Party of the aggregate number of Voting Shares the Participating Investors Purchasers or Founders wish to sell. The Selling Founder Party shall use his best efforts to interest the Offeror party to which the Selling Party proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the "Prospective Buyer") in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors Purchasers or Founders wish to sell. If the Offeror Prospective Buyer does not wish to purchase all of the Voting Shares made available by the Selling Founder Party and the Participating InvestorsPurchasers or Founders, then (i) if the Selling Party is a Founder, then each Participating Investor Purchaser and the Selling Founder Party shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, a portion of the Voting Shares being sold to the OfferorProspective Buyer, in the same proportion as such Selling Founder Party or Participating InvestorPurchaser's ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Party and the Participating Purchasers or (ii) if the Selling Party is a Participating Purchaser, then each Founder and the Participating Investors. IfSelling Party shall be entitled to sell, howeverat the price and on the terms and conditions set forth in the Notice, as a result an equal number of such proration, Nortel shall own less than ten percent (10%) of Shares to the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseProspective Buyer. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) 6.2 If the Participating Investors Purchasers or Founders do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a)6.1, the Selling Founder Party shall be entitled to sell to the OfferorProspective Buyer, according to the terms set forth in the Notice, that number of his own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror Prospective Buyer and the number of Voting Shares the Participating Investors wish Purchasers or Founders are entitled to sellsell pursuant to Section 6.1. If the Selling Founder Party wishes to sell, transfer or otherwise dispose of Transfer any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsCompany and the Purchasers or Founders, or more than sixty (60) 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Company and the Purchasers or Founders on the same terms and conditions as given the Prospective Buyer, and in accordance with the procedures and time periods set forth above. (c) 6.3 The proceeds of any sale made by the Selling Founder Party without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors Purchasers or Founders if the Selling Founder Party had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) If the Company and the Institutional Investors Eligible Shareholders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors Eligible Shareholders to purchase the Offered Shares, whether exercised or not, shall terminate, but each Institutional Investor which Eligible Shareholder has, pursuant to Section 5 of this Article V5.5, expressed a desire to sell Voting Shares in the transaction (a "Participating InvestorShareholder"), shall be entitled to do so pursuant to this Section. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder Shareholder of the aggregate number of Voting Shares the Participating Investors Shareholders wish to sell. The Selling Founder Shareholder shall use his its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the Participating Investors Shareholders wish to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder Shareholder and the Participating InvestorsShareholders, then each the Participating Investor Shareholders and the Selling Founder Shareholder shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice, a portion of the Voting Shares being sold to the Offeror, in the same proportion as such Selling Founder Shareholder or Participating Investor's Shareholders' ownership of Voting Shares bears to the aggregate number of Voting Shares owned by the Selling Founder Shareholder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseShareholders. The transaction contemplated by the Notice shall be consummated not later than sixty (60) 60 days after the expiration of the Option Period. (b) If the Participating Investors Shareholders do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a5.6(a), the Selling Founder Shareholder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his its own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish Shareholders are entitled to sellsell pursuant to Section 5.6(a). If the Selling Founder Shareholder wishes to sell, transfer or otherwise dispose of Transfer any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsCompany and the Eligible Shareholders, or more than sixty (60) 60 days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Company and the Eligible Shareholders on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth above. (c) The proceeds of any sale made by the Selling Founder Existing Shareholder without compliance with the provisions of this Section 6 5 shall be deemed to be held in constructive trust in such amount as would have been due the Participating Investors Shareholders if the Selling Founder Shareholder had complied with this Agreement.

Failure to Fully Exercise Options; Co-Sale. (a) 6.1 If the Company and the Institutional Investors Non-Selling Stockholders do not exercise their options to purchase all of the Offered Shares within the periods described in this Agreement (the "Option Period"), then all options of the Company and the Institutional Investors Non-Selling Stockholders to purchase the Offered Shares, whether exercised or not, shall terminate, but and each Institutional Investor Non-Selling Stockholder which has, pursuant to Section 5 of this Article V5, expressed a desire to sell Voting Shares in the transaction (a "Participating InvestorStockholder"), shall be entitled to do so pursuant to this Section; provided, however, that with respect to Offered Shares consisting of Series C Preferred, the Participating Stockholders may only elect to sell Shares consisting of Series C Preferred. The Secretary of the Company shall promptly, on expiration of the Option Period, notify the Selling Founder Stockholder of the aggregate number of Voting Shares the Participating Investors Stockholders wish to sell, specifying the class and series of such Shares and the number of Shares within each class and series. The Selling Founder Stockholder shall use his his, her or its best efforts to interest the Offeror in purchasing, in addition to the Offered Shares, the Voting Shares the that any Participating Investors wish Stockholder wishes to sell. If the Offeror does not wish to purchase all of the Voting Shares made available by the Selling Founder Stockholder and the Participating InvestorsStockholders, then each Participating Investor Stockholder and the Selling Founder Stockholder shall be entitled to sell, at the price and on the terms and conditions set forth in the NoticeNotice (provided that the price set forth in the Offer with respect to shares of Common Stock shall be appropriately adjusted, if necessary, based on the conversion ratio of any Convertible Preferred Stock to be sold), a portion of the Voting Shares being sold to the OfferorOfferor as follows: (i) With respect to the Offered Shares consisting of shares of Series C Preferred, that number of shares of Series C Preferred in the same proportion as such Selling Founder Stockholder's or Participating InvestorStockholder's ownership of Voting Series C Preferred bears to the aggregate number of shares of Series C Preferred owned by the Selling Stockholder and the Participating Stockholders; and (ii) With respect to the Offered Shares that do not consist of shares of Series C Preferred, that number of Shares in the same proportion as such Selling Stockholder's or Participating Stockholder's ownership of Shares bears to the aggregate number of Voting Shares owned by the Selling Founder Stockholder and the Participating Investors. If, however, as a result of such proration, Nortel shall own less than ten percent (10%) of the Voting Shares on a fully diluted basis, the Selling Founder and the other Participating Investors shall, upon request by Nortel, reduce their respective portions of Voting Shares (on a pro rata basis) proposed to be sold, such that Nortel is able to have all of its Voting Shares purchased by the Offeror or such lower amount that the Offeror has offered to purchaseStockholders. The transaction contemplated by the Notice shall be consummated not later than sixty (60) days after the expiration of the Option Period. (b) 6.2 If the Participating Investors Stockholders do not elect to sell the full number of Voting Shares which they are entitled to sell pursuant to Section 6(a)6.1, the Selling Founder Stockholder shall be entitled to sell to the Offeror, according to the terms set forth in the Notice, that number of his his, her, or its own Voting Shares which equals the difference between the number of Voting Shares desired to be purchased by the Offeror and the number of Voting Shares the Participating Investors wish Stockholders desire to sellsell pursuant to Section 6.1. If the Selling Founder Stockholder wishes to sell, transfer or otherwise dispose of Transfer any such Voting Shares at a price per Voting Share which differs from that set forth in the Notice, upon terms different from those previously offered to the Institutional InvestorsStockholders, or more than sixty (60) days after the expiration of the Option Period, then, as a condition precedent to such transaction, such Voting Shares must first be offered to the Investors Stockholders on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth above. (c) 6.3 The proceeds of any sale made by the Selling Founder Stockholder without compliance with the provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as would have been due to the Participating Investors Stockholders if the Selling Founder Stockholder had complied with this Agreement.