Common use of Investor Right of First Refusal Clause in Contracts

Investor Right of First Refusal. (a) If (i) the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”), each Investor shall have the right to purchase Remainder Shares on the same terms and conditions as set forth in the Second Notice as more fully described herein. If an Investor wishes to exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give exercise the Company Notice within Option as to all the shares to be sold or transferred in accordance with Section 4 hereof, the Company Acceptance Period shall not later than thirty (30) days from the date of receipt of the Notice hereof give written notice to the Investors of the Company's nonexercise (or (iipartial exercise) of the Company gives Option, which notice shall enclose the Company Notice within and the Company Acceptance Period but details of the Company Notice provides that Company's partial exercises (if any), and shall specify the Company wishes procedures by which each Investor may exercise the option to purchase less not more than all its Pro Rata Share (as defined in Section 4(g) below) of the Transfer Shares, remaining shares of Stock (the Transferring Holder shall, promptly "Investor Option"). For thirty (30) calendar days following the expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”)Option, each Investor shall have may exercise its Investor Option at the right to purchase Remainder Shares on same price and upon the same terms and conditions as set forth in the Second Notice as more fully described hereinNotice. If an Any Investor wishes desiring to exercise its right Investor Option shall deliver to purchase all or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”) Company and to the Transferring Holder, Shareholder a written notice of election to purchase the shares with a copy respect to the Company, no later than the expiration of which the Investor Acceptance Periodoption is to be exercised. The Company shall, stating within three (3) days after the maximum number end of Remainder Shares it is willing to purchase. such thirty (b30) The Remainder Shares shall be allocated among day period, inform each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by purchasing all of the Investors delivering an Investor Notice, with such allocation being repeated in respect shares available to it (a "Fully-Exercising Investor") of any remaining Remainder Shares until either all Investors have been allocated other Investor's failure to do likewise. During the maximum number ten (10) day period commencing after receipt of Shares which they have stated they are willing to purchase pursuant to their respective such information, each Fully-Exercising Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each the Transferring Shareholder of its election (the "Investor who has elected Over-Allotment Option") to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), shares for which Investors were entitled to subscribe but which were not subscribed for by the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be Investors equal to product the proportion that the Pro Rata Share of such Fully-Exercising Investor bears to the Pro Rata Shares of all of the number of Transfer Shares that such Purchaser has elected Fully-Exercising Investors who wish to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 some of the Transferring Holder to such Purchaserunsubscribed shares, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements proportions as they may reasonably deem necessary in connection with the TransferInvestors shall determine. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesSelling Stockholder Shares available pursuant to its rights under Section 6.2 within the period set forth therein, the Transferring Holder shall, Selling Stockholder shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer shares of Selling Stockholder Shares that not purchased by the Company has not elected to purchase (the “Remainder Shares”) and which shall include the terms required of Notice set forth in a Transfer Section 5.1. Each Investor shall then have the right, exercisable upon written notice to the Selling Stockholder (the “Investor Notice”) within ten (10) days after the receipt of the Second Notice, to purchase its pro rata share of the Selling Stockholder Shares subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 3.16.3(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Investor Notice, and at such time the Selling Stockholder shall deliver to the Participating Investors the certificate(s) representing the Selling Stockholder Shares to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) For the purposes of this section, each Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Selling Stockholder Shares covered by the Second Notice and (ii) a fraction, the 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 First Notice, and the denominator of 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 held by all Investors at the time of the First Notice. (c) In the event that not all of the Investors elect to purchase their pro rata share of the Selling Stockholder Shares available pursuant to their rights under Section 6.3(a) within the time period set forth therein, then the Selling Stockholder shall promptly give written notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number of shares of Selling Stockholder Shares not purchased by the other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. For a period of 20 Each Participating Investor shall have five (5) days following after receipt of the Second Overallotment Notice to deliver a written notice to the Selling Stockholder (the “Participating Investors Overallotment Notice”) indicating the number of unsubscribed shares that such Participating Investor Acceptance Period”)desires to purchase, and each such Participating Investor shall have the right be entitled to purchase Remainder Shares such number of unsubscribed shares on the same terms and conditions as set forth in the Second Notice as Notice. In the event that two or more fully described herein. If an Investor wishes to exercise its right Participating Investors desire, in the aggregate, to purchase all or any portion in excess of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on available unsubscribed shares, then the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to unsubscribed shares that each oversubscribing Participating Investor may purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares reduced on a pro rata basis. For purposes of this Section 6.3(c) the denominator described in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, clause (ii) of Section 6.3(b) above shall be the total number of Transfer 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 oversubscribing Participating Investor at the time of the First Notice. The Participating Investors shall then effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than five (5) days after delivery of the Participating Investors Overallotment Notice, and at such time, the Selling Stockholder shall deliver to the Investors the certificates representing the Selling Stockholder Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfertransfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesOffered Shares pursuant to Section 2.2(b), then for a period of fifteen (15) business days (the Transferring Holder shall, promptly following “Investor Option Period”) after the earlier to occur of (a) the expiration of the Company Acceptance Period, give Option Period pursuant to Section 2.2(b) or (b) the date upon which the Transferring Shareholder shall have received written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that from the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt its exercise of the Second Notice Company Right of First Refusal pursuant to Section 2.2(b) or its waiver thereof, each of the Investors shall have the right (the “Investor Acceptance PeriodRight of First Refusal” and, together with the “Company Right of First Refusal”), each the “Rights of First Refusal”) to accept the offer to purchase any or all of the remaining Offered Shares at a purchase price equal to the Offer Price and upon the terms and conditions specified in the Offer Notice. Each Investor shall then have the right to purchase Remainder Shares on accept the same terms and conditions as set forth in the Second Notice as more fully described herein. If an Investor wishes to exercise its right offer to purchase all or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”) up to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum that number of Remainder remaining Offered Shares it is willing to purchase. (b) The Remainder Shares as shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying (X) the total number of Remainder remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of Shares on an as-converted to shares of Common Stock basis owned deemed to be held by such Investor on the Transfer date of the Offer Notice Date by each Investor delivering an Investor Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of Shares on an as-converted to shares of Common Stock basis owned on the Transfer Date then deemed to be held by all of the Investors delivering an on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof), subject to increase as hereinafter provided. The number of shares that each such Investor Noticeis entitled to purchase under this Section 2.2 shall be referred to as a “ROFR Fraction.” In the event any such Investor does not wish to purchase its ROFR Fraction, then all the other Investors who so elect shall have the right to accept the offer to purchase, on a pro rata basis with all other Investors who so elect (as hereinafter provided), any ROFR Fraction not purchased by such allocation being repeated in respect Investor. Each Investor shall have the right to accept the Proposed Transaction by giving notice of any remaining Remainder Shares until either all Investors have been allocated such acceptance to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number of Shares shares subject thereto which they have stated they are such Investor is willing to purchase pursuant to their respective Investor Notices, or until in the event fewer than all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any or all lapse of the Remainder Shares, Right of First Refusal without acceptance thereof or any rejection of the Holder shall, promptly following Right of First Refusal. The closing for any purchase of shares by the Investors hereunder shall take place within ten (10) business days after the expiration of the Investor Acceptance Option Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If Each Investor shall have the right, exercisable upon written notice to the Selling Stockholder (the “Investor Notice”) within ten days after the receipt of the Notice, to purchase its pro rata share of the Selling Stockholder Shares subject to the Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 2.2(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than ten business days after delivery of the Investor Notice, and at such time the Selling Stockholder shall deliver to the Participating Investors the certificate(s) representing the Selling Stockholder Shares to be purchased by the Participating Investors, each certificate to be properly endorsed for Transfer. (b) For the purposes of this section, each Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the Company does not give aggregate number of shares of Selling Stockholder Shares covered by the Company Notice within the Company Acceptance Period or and (ii) a fraction, the Company gives numerator of which is the Company Notice within number of shares of Common Stock issued or issuable upon the Company Acceptance Period but conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by the Company Notice provides Participating Investor at the time of the Notice, and the denominator of 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 held by all Investors at the time of the Notice. (c) In the event that the Company wishes to purchase less than not all of the Transfer Shares, the Transferring Holder shall, promptly following expiration Investors elect to purchase their pro rata share of the Company Acceptance PeriodSelling Stockholder Shares available pursuant to their rights under Section 2.2(a) within the time period set forth therein, then the Selling Stockholder shall promptly give written notice to each of the Participating Investors (the “Second Overallotment Notice”) to each Investor. The Second Notice ), which shall set forth the number of Transfer shares of Selling Stockholder Shares that not purchased by the Company has not elected other Investors, and shall offer such Participating Investors the right to purchase acquire such unsubscribed shares. Each Participating Investor shall have five days after receipt of the Overallotment Notice to deliver a written notice to the Selling Stockholder (the “Remainder SharesParticipating Investors Overallotment Notice”) indicating the number of unsubscribed shares that such Participating Investor desires to purchase, and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”), each such Participating Investor shall have the right be entitled to purchase Remainder Shares such number of unsubscribed shares on the same terms and conditions as set forth in the Second Notice as more fully described hereinNotice. If an Investor wishes to exercise its right In the event that the Participating Investors desire, in the aggregate, to purchase all or any portion in excess of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on available unsubscribed shares, then the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to unsubscribed shares that each Participating Investor may purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares reduced on a pro rata basis. For purposes of this Section 2.2(c) the denominator described in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, clause (ii) of subsection 2.2(b) above shall be the total number of Transfer 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 Investors at the time of the Notice. The Participating Investors shall then effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than five days after delivery of the Participating Investors Overallotment Notice, and at such time, the Selling Stockholder shall deliver to the Participating Investors the certificates representing the Selling Stockholder Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesKey Holder Stock available pursuant to its rights under Section 2.2 within the period set forth therein, the Transferring Key Holder shall, shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer Shares that shares of Key Holder Stock not purchased by the Company has not elected to purchase (the “Remainder Shares”) and which shall include the terms required of the Company Notice set forth in a Transfer Section 2.1. Each Investor shall then have the right, exercisable upon written notice to the Key Holder (the “Investor Notice”) within ten (10) days after the receipt of the Second Notice, to purchase its pro rata share of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 3.12.3(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than five (5) days after delivery of the Investor Notice, and at such time the Key Holder shall deliver to the Participating Investors the certificate(s) representing the Key Holder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) Each Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Key Holder Stock covered by the Investor Notice and (ii) a fraction, the 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 Notice, and the denominator of 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 Notice held by all Investors. (c) In the event that not all of the Investors elect to purchase their pro rata share of the Key Holder Stock available pursuant to their rights under Section 2.3(a) within the time period set forth therein, then the Key Holder shall promptly give written notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number of shares of Key Holder Stock not purchased by the other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. For a period of 20 Each Participating Investor shall have five (5) days following after receipt of the Second Overallotment Notice to deliver a written notice to the Key Holder (the “Participating Investors Overallotment Notice”) indicating the number of unsubscribed shares that such Participating Investor Acceptance Period”)desires to purchase, and each such Participating Investor shall have the right be entitled to purchase Remainder Shares such number of unsubscribed shares on the same terms and conditions as set forth in the Second Notice as more fully described hereinNotice. If an Investor wishes to exercise its right In the event that the Participating Investors desire, in the aggregate, to purchase all or any portion in excess of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares available unsubscribed shares, then the number of unsubscribed shares that each Participating Investor may purchase shall be reduced on an as-converted to a pro rata basis. For purposes of this Section 2.3(c) the denominator described in clause (ii) of subsection 2.3(b) above shall be the total number of shares of Common Stock basis owned on issued or issuable upon the Transfer Date conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all of the Participating Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated at the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration time of the Investor Acceptance PeriodNotice. The Participating Investors shall then effect the purchase of the Key Holder Stock, give written notice including payment of the purchase price, not more than five (5) days after delivery of the “Closing Participating Investors Overallotment Notice”) , and at such time, the Key Holder shall deliver to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with Investors the Company (to certificates representing the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares Key Holder Stock to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfertransfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (ai) If any Paxsxx Xxxckholder at any time intends to Transfer any Common Stock (other than pursuant to a merger, consolidation or reorganization to which the Company is a party or a tender offer approved by the Board of Directors of the Company)(each, a "Paxsxx Xxxnsfer") to any Person other than to another Paxsxx Xxxckholder (a "Paxsxx Xxxrd Party"), the transferring Paxsxx Xxxckholders (each, a "Paxsxx Xxxnsferor")shall give written notice 90 days prior to the effectiveness of such Transfer (a "Paxsxx Xxxer Notice") to the Investor, stating such Paxsxx Xxxnsferor's intention to make such a Transfer, the name of the proposed Paxsxx Xxxrd Party transferee, the Common Stock proposed to be transferred (the "Paxsxx Xxxered Securities"), the aggregate consideration to be paid for the Paxsxx Xxxered Securities and the price per share of Common Stock (the "Paxsxx Xxxer Price") and in reasonable detail all other material terms and conditions upon which such Transfer is proposed. If the Paxsxx Xxxnsferor indicates that the Paxsxx Xxxer Price is the then current market price or the consideration is not cash, then the Paxsxx Xxxer Price shall be the closing price for shares of the Company on the American Stock Exchange on the day immediately preceding the date of the Paxsxx Xxxer Notice. Notwithstanding the preceding provisions of this subsection 4.1 (b), the Investor shall have no right to purchase pursuant to subsection 4.1(b) (i) the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Call Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”), each Investor shall have the right to purchase Remainder Shares on the same terms and conditions as set forth in the Second Notice as more fully described herein. If an Investor wishes to exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased shares held by each Purchaser, Paxsxx Xxxate Planning Affiliates and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title up to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective first 2,000,000 shares of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.Class

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesKey Holder Stock available pursuant to its rights under Section 2.2 within the period set forth therein, the Transferring Key Holder shall, shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each of the Investors who then holds Investor Stock (a “Qualifying Investor. The Second Notice ”), which shall set forth the number and type of Transfer Shares that shares of Key Holder Stock not purchased by the Company has not elected to purchase (the “Remainder Shares”) and which shall include the terms required of Notice set forth in a Transfer Section 2.1. Each Qualifying Investor shall then have the right, exercisable upon written notice to the Key Holder (the “Investor Notice”) within ten (10) days after the receipt of the Second Notice, to purchase its pro rata share of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 3.12.3(c), the Qualifying Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) business days after delivery of the Investor Notice, and at such time the Key Holder shall deliver to the Participating Investors the certificate(s) representing the Key Holder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer, together with stock powers, free and clear of all claims, liens and other encumbrances. (b) Each Qualifying Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Key Holder Stock covered by the Second Notice and (ii) a fraction, the 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 Notice, and the denominator of 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 Notice held by all Qualifying Investors. (c) In the event that not all of the Qualifying Investors elect to purchase their pro rata share of the Key Holder Stock available pursuant to their rights under Section 2.3(a) within the time period set forth therein, then the Key Holder shall promptly give written notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number and type of shares of Key Holder Stock not purchased by the other Qualifying Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. For a period of 20 Each Participating Investor shall have seven (7) days following after receipt of the Second Overallotment Notice to deliver a written notice to the Key Holder (the “Participating Investors Overallotment Notice”) indicating the number of unsubscribed shares that such Participating Investor Acceptance Period”)desires to purchase, and each such Participating Investor shall have the right be entitled to purchase Remainder Shares such number of unsubscribed shares on the same terms and conditions as set forth in the Second Notice as more fully described hereinNotice. If an Investor wishes In the event that the Participating Investors desire to exercise its right to purchase all or any portion of purchase, in the Remainder Sharesaggregate, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shares that exceeds the total number of available unsubscribed shares, then the number of unsubscribed shares that each Participating Investor may purchase shall be allocated among reduced on a pro rata basis. For purposes of this Section 2.3(c), each Investor delivering an Investor Notice in an amount Participating Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of Remainder Shares shares of Key Holder Stock covered by the Overallotment Notice and (ii) a fraction, the numerator of which is the number of Shares on an as-converted to shares of Common Stock basis owned on issued or issuable upon the Transfer Notice Date conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by each the Participating Investor delivering an Investor Notice electing to purchase unsubscribed shares at the time of the Notice, and the denominator of which is the total number of Shares on an as-converted to shares of Common Stock basis owned on issued or issuable upon the Transfer Date conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Participating Investors electing to purchase unsubscribed shares at the time of the Notice. The Participating Investors delivering an Investor shall then effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) business days after delivery of the Participating Investors Overallotment Notice, with and at such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoingtime, the Investors Key Holder shall be entitled deliver to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, certificates representing the Key Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares Stock to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed transfer, together with stock powers; provided, howeverfree and clear of all claims, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, liens and such other documents and agreements as they may reasonably deem necessary in connection with the Transferencumbrances. (d) Any Investor may transfer its rights If the consideration proposed to be paid for the shares of Key Holder Stock set forth in this Section 3.3 a Notice is in property, services or other non-cash consideration, then the fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors, and the Company shall send written notice of such fair market value determination, signed by an officer of the Company (the “FMV Notice”), to one the Key Holder and each Investors within 10 days after the Company’s receipt of such Notice. If the Company or more any Investor Affiliatescannot for any reason pay for such Key Holder Stock in the same form of non-cash consideration, irrespective of whether an Investor Affiliate is also an Investor at then the Company or prior to such time, provided that such Investor Affiliatemay pay the cash value equivalent thereof, and its exercise of such rights under this Section 3.3, otherwise comply with as set forth in the terms of this AgreementFMV Notice.

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesSelling Stockholder Shares available pursuant to its rights under Section 5.2 within the period set forth therein, the Transferring Holder shall, Selling Stockholder shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer shares of Selling Stockholder Shares that not purchased by the Company has not elected to purchase (the “Remainder Shares”) and which shall include the terms required of Notice set forth in a Transfer Section 5.1. Each Investor shall then have the right, exercisable upon written notice to the Selling Stockholder (the “Investor Notice”) within ten days after the receipt of the Second Notice, to purchase its pro rata share of the Selling Stockholder Shares subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 3.15.3(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than five days after delivery of the Investor Notice, and at such time the Selling Stockholder shall deliver to the Participating Investors the certificate(s) representing the Selling Stockholder Shares to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) For the purposes of this section, each Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Selling Stockholder Shares covered by the Second Notice and (ii) a fraction, the 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 First Notice, and the denominator of 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 held by all Investors at the time of the First Notice. (c) In the event that not all of the Investors elect to purchase their pro rata share of the Selling Stockholder Shares available pursuant to their rights under Section 5.3(a) within the time period set forth therein, then the Selling Stockholder shall promptly give written notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number of shares of Selling Stockholder Shares not purchased by the other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. For a period of 20 Each Participating Investor shall have five days following after receipt of the Second Overallotment Notice to deliver a written notice to the Selling Stockholder (the “Participating Investors Overallotment Notice”) indicating the number of unsubscribed shares that such Participating Investor Acceptance Period”)desires to purchase, and each such Participating Investor shall have the right be entitled to purchase Remainder Shares such number of unsubscribed shares on the same terms and conditions as set forth in the Second Notice as more fully described hereinNotice. If an Investor wishes to exercise its right In the event that the Participating Investors desire, in the aggregate, to purchase all or any portion in excess of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on available unsubscribed shares, then the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to unsubscribed shares that each Participating Investor may purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares reduced on a pro rata basis. For purposes of this Section 5.3(c) the denominator described in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, clause (ii) of subsection 5.3(b) above shall be the total number of Transfer 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 all Participating Investors at the time of the First Notice. The Participating Investors shall then effect the purchase of the Selling Stockholder Shares, including payment of the purchase price, not more than five days after delivery of the Participating Investors Overallotment Notice, and at such time, the Selling Stockholder shall deliver to the Investors the certificates representing the Selling Stockholder Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfertransfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesKey Holder Stock available pursuant to its rights under Section 4.3 within the period set forth therein, the Transferring Key Holder shall, shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer Shares that shares of Key Holder Stock not purchased by the Company has not elected to purchase (the “Remainder Shares”) and which shall include the terms required in a of Transfer Notice as set forth in Section 3.14.2. For a period of 20 Each Investor shall then have the right, exercisable upon written notice to the Key Holder (the “Investor Notice”) within 10 days following after the receipt of the Second Notice (the “Investor Acceptance Period”)Notice, each Investor shall have the right to purchase Remainder Shares its pro rata share of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 4.4(c), the Second Notice as more fully described herein. If an Investor wishes to Investors who so exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice their rights (the “Investor NoticeParticipating Investors”) to shall effect the Transferring Holderpurchase of the Key Holder Stock, with a copy to including payment of the Companypurchase price, no later not more than the expiration five days after delivery of the Investor Acceptance PeriodNotice, stating and at such time the maximum number of Remainder Shares it is willing Key Holder shall deliver to purchasethe Participating Investors the certificate(s) representing the Key Holder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) The Remainder Shares Each Investor’s pro rata share shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying (i) the aggregate number of Remainder Shares shares of Key Holder Stock covered by the Second Notice and (ii) a fraction, the numerator of which is the number of Shares on an as-converted to shares of Common Stock basis owned on issued or issuable upon the Transfer Notice Date conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by each the Participating Investor delivering an Investor Notice at the time of the First Notice, and the denominator of which is the total number of Shares on an as-converted to shares of Common Stock basis owned on issued or issuable upon the Transfer Date conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock at the time of the First Notice held by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writingInvestors. (c) If In the event that not all of the Investors elect to purchase any or all their pro rata share of the Remainder SharesKey Holder Stock available pursuant to their rights under Section 4.4(a) within the time period set forth therein, then the Key Holder shall, shall promptly following the expiration of the Investor Acceptance Period, give written notice to each of the Participating Investors (the “Closing Overallotment Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice which shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.of

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesFounder Stock available pursuant to its rights under Section 2.2 within the period set forth therein, the Transferring Holder shall, Founder shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice of the Major Investors, which shall set forth the number of Transfer Shares that shares of Founder Stock not purchased by the Company has not elected to purchase (the “Remainder Shares”) and which shall include the terms required of Notice set forth in a Transfer Section 2.1. Each Major Investor shall then have the right, exercisable upon written notice to the selling Founder (the “Investor Notice”) within 20 days after the receipt of the Second Notice, to purchase its pro rata share of the Founder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 3.12.3(c), the Major Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Founder Stock, including payment of the purchase price, not more than five (5) business days after delivery of the Investor Notice, and at such time the Founder shall deliver to the Participating Investors the certificate(s) representing the Founder Stock, as applicable, to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) Each Major Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Founder Stock covered by the Second Notice by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by the Participating Investor at the time of the First Notice and the denominator of which is the total number of shares of Common Stock owned by all of the Major Investors at the time of the First Notice. (c) In the event that not all of the Major Investors elect to purchase their pro rata share of the Founder Stock available pursuant to their rights under Section 2.3(a) within the time period set forth therein, then the Founder shall promptly give written notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number of shares of Founder Stock not purchased by the other Major Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. For a period of 20 The Participating Investors shall have five (5) business days following after receipt of the Second Overallotment Notice to deliver a written notice to the Founder (the “Investor Acceptance PeriodParticipating Investors Overallotment Notice”), each Investor shall have the right ) of its election to purchase Remainder Shares its pro rata share of the unsubscribed shares on the same terms and conditions as set forth in the Second Notice as more fully Notice. For purposes of this Section 2.3(c), the denominator described herein. If an Investor wishes to exercise its right to purchase all or any portion in clause (ii) of the Remainder Shares, it shall give written notice (the “Investor Notice”subsection 2.3(b) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares above shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to shares of Common Stock basis owned on the Transfer Date by all Participating Investors at the time of Transfer. The Participating Investors shall then effect the purchase of the Founder Stock, including payment of the purchase price, not more than five (5) business days after delivery of the Participating Investors delivering an Investor Overallotment Notice, with and at such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoingtime, the Investors Founder shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) deliver to the Company and each Investor who has elected to purchase Remainder Shares (such InvestorsMajor Investors the certificates representing the Founder Stock, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares)as applicable, the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfertransfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event that Foundation, USV, KPCB or the Company does do not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesKey Holder Stock available pursuant to Section 2.2 or Section 2.3, respectively, the Transferring Key Holder shall, shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Third Notice”) to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer Shares shares of Key Holder Stock that were not purchased by Foundation, USV, KPCB and the Company has not elected or its assignees. Each Investor shall then have the right, exercisable upon written notice to purchase the Key Holder (the “Remainder SharesInvestor Notice”) within ten (10) days after the receipt of the Third Notice, to purchase its pro rata share of the Key Holder Stock subject to the Third Notice and shall include on the same terms required in a Transfer Notice and conditions as set forth therein; provided, however, that solely to the extent the Foundation Rights, the USV Rights and KPCB Rights set forth in Section 3.1. For a period 2.2 apply to any proposed transfer of 20 days following receipt Key Holder Stock, none of the Second Notice (the “Investor Acceptance Period”)Foundation, each Investor USV or KPCB shall have the right to purchase Remainder Shares any Key Holder Stock pursuant to this Section 2.4 (it being understood that, if Foundation, USV or KPCB waives its rights under Section 2.2 or to the extent the Foundation Rights, the USV Rights and KPCB Rights, respectively, do not apply to any proposed transfer of Key Holder Stock, Foundation, USV and/or KPCB, as applicable, shall be treated as an Investor pursuant to this Section 2.4(a)). Except as set forth in Section 2.4(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Investor Notice, and at such time the Key Holder shall deliver to the Participating Investors the certificate(s) representing the Key Holder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) Each Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Key Holder Stock covered by the Third Notice and (ii) a fraction, the 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 Investor at the time of the Notice, and the denominator of 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 Notice held by all Investors; provided, however, that solely to the extent the Foundation Rights, USV Rights and the KPCB Rights set forth in Section 2.2 apply to any proposed transfer of Key Holder Stock, any 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 Third Notice held by Foundation, USV and/or KPCB, as applicable, shall not be included in the denominator of such fraction (it being understood that, if Foundation, USV or KPCB waives its rights under Section 2.2 or to the extent the Foundation Rights, the USV Rights and the KPCB Rights, respectively, do not apply to any proposed transfer of Key Holder Stock, any 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 Third Notice held by Foundation, USV and/or KPCB, as applicable, shall be included in the denominator of such fraction). (c) In the event that not all of the Investors elect to purchase their pro rata share of the Key Holder Stock pursuant to Section 2.4(a), then the Key Holder shall promptly give written notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number of shares of Key Holder Stock not purchased by the other Investors pursuant to Section 2.4(a), 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 Holder (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 set forth in the Second Notice as more fully described hereinThird Notice. If an Investor wishes to exercise its right In the event that the Participating Investors desire, in the aggregate, to purchase all or any portion in excess of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares available unsubscribed shares, then the number of unsubscribed shares that each Participating Investor may purchase shall be reduced on an as-converted to a pro rata basis. For purposes of this Section 2.4(c) the denominator described in clause (ii) of subsection 2.4(b) above shall be the total number of shares of Common Stock basis owned on issued or issuable upon the Transfer Date conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all of the Participating Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated at the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration time of the Investor Acceptance PeriodNotice. The Participating Investors shall then effect the purchase of the Key Holder Stock, give written notice including payment of the purchase price, not more than ten (10) days after delivery of the “Closing Participating Investors Overallotment Notice”) , and at such time, the Key Holder shall deliver to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with Investors the Company (to certificates representing the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares Key Holder Stock to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfertransfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event that Foundation and/or the Company does do not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesKey Holder Stock available pursuant to Section 2.2 and/or Section 2.3, respectively, the Transferring Key Holder shall, shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Third Notice”) to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer Shares shares of Key Holder Stock that were not purchased by Foundation and/or the Company has not elected to purchase (the “Remainder Shares”) and that shall include the terms required of the Foundation Notice set forth in a Transfer Section 2.1 and/or the Company Notice set forth in Section 2.2. Each Investor shall then have the right, exercisable upon written notice to the Key Holder (the “Investor Notice”) within ten (10) days after the receipt of the Third Notice, to purchase its pro rata share of the Key Holder Stock subject to the Third Notice and on the same terms and conditions as set forth therein; provided, however, that for so long as the Foundation ROFR Right set forth in Section 2.2 hereof shall remain in effect, Foundation shall not have the right to purchase any Key Holder Stock pursuant to this Section 2.4 (it being understood that, after the termination of the Foundation ROFR Right pursuant to the last sentence of Section 2.2, Foundation shall be treated as an Investor pursuant to this Section 2.4(a)). Except as set forth in Section 3.12.4(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Investor Notice, and at such time the Key Holder shall deliver to the Participating Investors the certificate(s) representing the Key Holder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) Each Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Key Holder Stock covered by the Third Notice and (ii) a fraction, the 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 Investor at the time of the Notice, and the denominator of 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 Notice held by all Investors; provided, however, that for so long as the Foundation ROFR Right set forth in Section 2.2 hereof shall remain in effect, any 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 Third Notice held by Foundation shall not be included in the denominator of such fraction. (c) In the event that not all of the Investors elect to purchase their pro rata share of the Key Holder Stock pursuant to Section 2.4(a), then the Key Holder shall promptly give written notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number of shares of Key Holder Stock not purchased by the other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. For a period of 20 Each Participating Investor shall have five (5) days following after receipt of the Second Overallotment Notice to deliver a written notice to the Key Holder (the “Participating Investors Overallotment Notice”) indicating the number of unsubscribed shares that such Participating Investor Acceptance Period”)desires to purchase, and each such Participating Investor shall have the right be entitled to purchase Remainder Shares such number of unsubscribed shares on the same terms and conditions as set forth in the Second Notice as more fully described hereinThird Notice. If an Investor wishes to exercise its right In the event that the Participating Investors desire, in the aggregate, to purchase all or any portion in excess of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares available unsubscribed shares, then the number of unsubscribed shares that each Participating Investor may purchase shall be reduced on an as-converted to a pro rata basis. For purposes of this Section 2.4(c) the denominator described in clause (ii) of subsection 2.4(b) above shall be the total number of shares of Common Stock basis owned on issued or issuable upon the Transfer Date conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all of the Participating Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated at the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration time of the Investor Acceptance PeriodNotice. The Participating Investors shall then effect the purchase of the Key Holder Stock, give written notice including payment of the purchase price, not more than ten (10) days after delivery of the “Closing Participating Investors Overallotment Notice”) , and at such time, the Key Holder shall deliver to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with Investors the Company (to certificates representing the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares Key Holder Stock to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfertransfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give elect to purchase all of the Company Notice Investor Stock available pursuant to its rights under Section 2.2 within the Company Acceptance Period ROFR Period, the Selling Investor shall give written notice within 20 days following the earlier to occur of (i) any waiver by the Company of its rights under Section 2.2 or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written notice ROFR Period (the “Second Notice”) to each Investor. The Second Notice of the other Investors, which shall set forth the number of Transfer Shares state that the Company has did not elected purchase the Investor Shares subject to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.12.1. For a period Each Investor which, together with any person or entity affiliated with such Investor, owns at least 10% of 20 the outstanding Common Stock as of the date of the Second Notice (such Investors, the “Qualified Investors”) shall then have the right, exercisable upon written notice to the Selling Investor (the “Investor Notice”) within 10 days following after the receipt of the Second Notice (the “Investor Acceptance ROFR Period”), each Investor shall have the right to purchase Remainder Shares its pro rata share of the Investor Stock subject to the Second Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 2.3(c), the Second Notice as more fully described herein. If an Investor wishes to Qualified Investors who so exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice their rights (the “Investor NoticeParticipating Investors”) to shall effect the Transferring Holder, with a copy to the Company, no later than the expiration purchase of the Investor Acceptance PeriodStock, stating including payment of the maximum number purchase price, not more than five days after delivery of Remainder Shares it is willing the Investor Notice, and at such time the Selling Investor shall deliver to purchasethe Participating Investors the certificate(s) representing the Investor Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) The Remainder Shares Each Qualified Investor’s pro rata share shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying (i) the aggregate number of Remainder Shares shares of Investor Stock covered by the Second Notice and (ii) a fraction, the numerator of which is the number of Shares on an as-converted to shares of Common Stock basis owned on held by the Transfer Notice Date by each Participating Investor delivering an Investor Notice at the time of the First Notice, and the denominator of which is the total number of Shares on an as-converted to shares of Common Stock basis owned on outstanding at the Transfer Date time of the First Notice held by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writingQualified Investors. (c) If In the event that not all of the Qualified Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration their pro rata share of the Investor Acceptance Stock available pursuant to their rights under Section 2.3(a) within the Investor ROFR Period, then the Selling Investor shall give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.the

Investor Right of First Refusal. (a) If (i) In the event that Foundation and/or the Company does do not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesKey Holder Stock available pursuant to Section 2.2 and/or Section 2.3, respectively, the Transferring Key Holder shall, shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Third Notice”) to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer Shares shares of Key Holder Stock that were not purchased by Foundation, USV and/or the Company has not elected Company. Each Investor shall then have the right, exercisable upon written notice to purchase the Key Holder (the “Remainder SharesInvestor Notice”) within ten (10) days after the receipt of the Third Notice, to purchase its pro rata share of the Key Holder Stock subject to the Third Notice and shall include on the same terms required in a Transfer Notice and conditions as set forth therein; provided, however, that solely to the extent the Foundation Rights and the USV Rights set forth in Section 3.1. For a period 2.2 apply to any proposed transfer of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”)Key Holder Stock, each Investor neither Foundation nor USV shall have the right to purchase Remainder Shares any Key Holder Stock pursuant to this Section 2.4 (it being understood that, if Foundation or USV waives its rights under Section 2.2 or to the extent the Foundation Rights and the USV Rights, respectively, do not apply to any proposed transfer of Key Holder Stock, Foundation and/or USV, as applicable, shall be treated as an Investor pursuant to this Section 2.4(a)). Except as set forth in Section 2.4(c), the Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Investor Notice, and at such time the Key Holder shall deliver to the Participating Investors the certificate(s) representing the Key Holder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) Each Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Key Holder Stock covered by the Third Notice and (ii) a fraction, the 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 Investor at the time of the Notice, and the denominator of 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 Notice held by all Investors; provided, however, that solely to the extent the Foundation Rights and the USV Rights set forth in Section 2.2 apply to any proposed transfer of Key Holder Stock, any 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 Third Notice held by Foundation and/or USV, as applicable, shall not be included in the denominator of such fraction (it being understood that, if Foundation or USV waives its rights under Section 2.2 or to the extent the Foundation Rights and the USV Rights, respectively, do not apply to any proposed transfer of Key Holder Stock, any 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 Third Notice held by Foundation and/or USV, as applicable, shall be included in the denominator of such fraction). (c) In the event that not all of the Investors elect to purchase their pro rata share of the Key Holder Stock pursuant to Section 2.4(a), then the Key Holder shall promptly give written notice to each of the Participating Investors (the “Overallotment Notice”), which shall set forth the number of shares of Key Holder Stock not purchased by the other Investors pursuant to Section 2.4(a), 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 Holder (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 set forth in the Second Notice as more fully described hereinThird Notice. If an Investor wishes to exercise its right In the event that the Participating Investors desire, in the aggregate, to purchase all or any portion in excess of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares available unsubscribed shares, then the number of unsubscribed shares that each Participating Investor may purchase shall be reduced on an as-converted to a pro rata basis. For purposes of this Section 2.4(c) the denominator described in clause (ii) of subsection 2.4(b) above shall be the total number of shares of Common Stock basis owned on issued or issuable upon the Transfer Date conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all of the Participating Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated at the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration time of the Investor Acceptance PeriodNotice. The Participating Investors shall then effect the purchase of the Key Holder Stock, give written notice including payment of the purchase price, not more than ten (10) days after delivery of the “Closing Participating Investors Overallotment Notice”) , and at such time, the Key Holder shall deliver to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with Investors the Company (to certificates representing the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares Key Holder Stock to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfertransfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer SharesFounder Stock or Principal Shareholder Stock available pursuant to its rights under Section 2.2 within the period set forth therein, the Transferring Holder shall, Founder or Principal Shareholder shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer Shares that shares of Founder Stock or Principal Shareholder Stock not purchased by the Company has not elected to purchase (the “Remainder Shares”) and which shall include the terms required in a Transfer of Notice as set forth in Section 3.12.1. For a period of 20 Each Investor shall then have the right, exercisable upon written notice to the Founder or Principal Shareholder (the “Investor Notice”) within fifteen (15) days following after the receipt of the Second Notice, to purchase such Investor’s pro rota share of the Founder Stock or Principal Shareholder Stock subject to the Second Notice on the same terms and conditions as set forth therein. The Investors who so exercise their rights (the “Participating Investors”) shall effect the purchase of the Founder Stock or Principal Shareholder Stock, including payment of the purchase price in full, not more than five (5) days after delivery of the Investor Acceptance Period”)Notice, and at such time the Founder or Principal Shareholder shall deliver to such Participating Investors the certificate(s) representing the Founder Stock or Principal Shareholder Stock to be purchased by the Participating Investors, each certificate to be properly endorsed for transfer. (b) Each Investor’s pro rata share shall be equal to the product obtained by multiplying (x) the aggregate number of shares of Founder Stock or Principal Shareholder Stock covered by the Second Notice and (y) a fraction, the numerator of which is the number of shares of Common Stock owned by the Participating Investor at the time of the Transfer and the denominator of which is the total number of shares of Investor Stock owned by all of the Investors at the time of the Transfer. (c) In the event that not all of the Investors elect to purchase their pro rata share of the Founder Stock or Principal Shareholder Stock available pursuant to their rights under Section 2.3(a) within the time period set forth therein, then the Founder or Principal Shareholder shall have promptly give written notice to each of the Participating Investors, which shall set forth the number of shares of Founder Stock or Principal Shareholder Stock not purchased by the other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. The Participating Investors shall have five (5) days after receipt of such notice to notify the Founder or Principal Shareholder of their election to purchase Remainder Shares the unsubscribed shares on the same terms and conditions as set forth in the Second Notice as more fully described herein. If an Investor wishes to exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been shares allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Sharespro rata if necessary), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor Notwithstanding the provisions of Sections 2.2 or 2.3, no Founder or Principal Shareholder shall be required to sell their Founder Stock or Principal Shareholder Stock, as the case may transfer its be, if the election to purchase by the Company or Investors pursuant to the rights set forth of first refusal contained in this Section 3.3 Sections 2.2 or 2.3 is not exercised for all (and not less than all) of the Founder Stock or Principal Shareholder Stock so subject to one or more Investor Affiliates, irrespective the rights of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreementfirst refusal.

Investor Right of First Refusal. (a) If (i) In the event that the Company does not give exercise the Company Notice within Option as to all the shares to be sold or transferred in accordance with Section 3 hereof, the Company Acceptance Period shall not later than thirty (30) days from the date of receipt of the Notice give written notice to the Investors of the Company's nonexercise (or (iipartial exercise) of the Company gives Option, which notice shall enclose the Company Notice within and the Company Acceptance Period but details of the Company Notice provides that Company's partial exercises (if any), and shall specify the Company wishes procedures by which each Investor may exercise the option to purchase less not more than all its Pro Rata Share (as defined in Section 3(f) below) of the Transfer Shares, remaining shares of Stock (the Transferring Holder shall, promptly "INVESTOR OPTION"). For thirty (30) calendar days following the expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”)Option, each Investor shall have may exercise its Investor Option at the right to purchase Remainder Shares on same price and upon the same terms and conditions as set forth in the Second Notice as more fully described hereinNotice. If an Any Investor wishes desiring to exercise its right Investor Option shall deliver to the Company and to the Xxxxxx Transferor a written notice of election to purchase all or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”) shares with respect to the Transferring Holder, with a copy to the Company, no later than the expiration of which the Investor Acceptance PeriodOption is to be exercised. The Company shall, stating within three (3) days after the maximum number end of Remainder Shares it is willing to purchase. such thirty (b30) The Remainder Shares shall be allocated among day period, inform each Investor delivering an purchasing all the shares available to such Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by (a fraction, the numerator of which is the number of Shares on an as"FULLY-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect EXERCISING INVESTOR") of any remaining Remainder Shares until either all Investors have been allocated other Investor's failure to do likewise. During the maximum number ten (10) day period commencing after receipt of Shares which they have stated they are willing to purchase pursuant to their respective such information, each Fully-Exercising Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected the Xxxxxx Transferor of its election (the "INVESTOR OVER-ALLOTMENT OPTION") to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), shares for which Investors were entitled to subscribe but which were not subscribed for by the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be Investors equal to product the proportion that the Pro Rata Share of such Fully-Exercising Investor bears to the Pro Rata Shares of all of the number of Transfer Shares that such Purchaser has elected Fully-Exercising Investors who wish to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 some of the Transferring Holder to such Purchaserunsubscribed shares, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements proportions as they may reasonably deem necessary in connection with the TransferFully-Exercising Investors shall determine. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) Each Investor shall then have the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Sharesright, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give exercisable upon written notice to the Selling Investor (the “Second Preferred Investor Notice”) to each Investor. The Second Notice shall set forth within fifteen (15) days after the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”)Preferred Sale Notice, each Investor shall have the right to purchase Remainder Shares its pro rata share of the Selling Investor’s Preferred Stock subject to the Preferred Sale Notice and on the same terms and conditions as set forth in the Second Notice as more fully described hereintherein. If an Investor wishes to The Investors who so exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice their rights (the “Participating Preferred Investors”) shall effect the purchase of the Preferred Stock, including payment of the purchase price, not more than five (5) days after delivery of the Preferred Investor Notice”) , and at such time the Selling Investor shall deliver to the Transferring HolderParticipating Preferred Investors the certificate(s) representing the Preferred Stock to be purchased by the Participating Preferred Investors, with a copy each certificate to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchasebe properly endorsed for transfer. (b) The Remainder Shares Each Investor’s pro rata share shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying (i) the aggregate number of Remainder Shares shares of Preferred Stock covered by the Preferred Sale Notice and (ii) a fraction, the numerator of which is the number of Shares on an as-converted to Common shares of Preferred Stock basis owned on held by the Transfer Notice Date by each Participating Preferred Investor delivering an Investor Notice at the time of the Preferred Sale Notice, and the denominator of which is the total number of Shares on an as-converted to Common shares Preferred Stock basis owned on at the Transfer Date time of the Preferred Sale Notice held by all of Investors (other than the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writingSelling Investor). (c) If In the event that not all of the Investors elect to purchase any or all their pro rata share of the Remainder SharesPreferred Stock available pursuant to their rights under Section 3.2(a) within the time period set forth therein, then the Holder shall, Selling Investor shall promptly following the expiration of the Investor Acceptance Period, give written notice to each of the Participating Preferred Investors (the “Closing Preferred Stock Overallotment Notice”), which shall set forth the number of shares of Preferred Stock not purchased by the other Investors, and shall offer such Participating Preferred Investors the right to acquire such unsubscribed shares. Each Participating Preferred Investor shall have five (5) days after receipt of the Preferred Stock Overallotment Notice to deliver a written notice to the Selling Investor (the “Participating Preferred Investors Overallotment Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) indicating the number of Transfer Shares unsubscribed shares that such Participating Preferred Investor desires to be purchased by each Purchaserpurchase, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, such Participating Preferred Investor shall be equal entitled to product of the purchase such number of Transfer Shares that such Purchaser has elected to purchase and unsubscribed shares on the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the same terms of this Agreement.and

Investor Right of First Refusal. (a) If (i) So long as the Investor owns the Minimum Investment, during the Restricted Period, the Company does not give the or any Company Notice within the Subsidiary at any time intends to effect a Station Transfer to any Person other than a wholly owned Company Acceptance Period or Subsidiary (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written notice (the a “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance PeriodStation Third Party”), each Investor shall have the right to purchase Remainder Shares on the same terms and conditions as set forth in the Second Notice as more fully described herein. If an Investor wishes to exercise its right to purchase all or any portion of the Remainder Shares, it Company shall give written notice to the Investor at least 30 days prior to the effectiveness of such Station Transfer (a “Station Offer Notice”), stating the Company’s intention to make such a Station Transfer, the name of the proposed Station Third Party, the assets or securities proposed to be transferred, the consideration to be paid for such assets or securities (the “Investor NoticeStation Offer Price”) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it and in reasonable detail all other material terms and conditions upon which such Station Transfer is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among themproposed. Notwithstanding the foregoing, the Investors Investor shall not be entitled to allocate such Remainder Shares a right of first refusal with respect to the assets or securities of any Company Station that is not located in any one of the fifty largest DMAs. (b) Upon receipt of the Station Offer Notice, the Investor shall have an option to purchase all of the assets or securities proposed to be transferred at the Station Offer Price and on the other manner as material terms and condition set forth in the Station Offer Notice, which option may be agreeable exercised by written notice to them; provided that no the Company given within 30 days of the Investor’s receipt of the Station Offer Notice. If any portion of the consideration to be paid by such Station Third Party is not cash, the Investor may pay in lieu of such non-cash consideration cash equal to the fair market value thereof. The fair market value shall be allocated fewer Remainder Shares than determined by mutual agreement or, if no such Investor would agreement shall be entitled reached within ten days, by the determination of an independent nationally recognized appraiser selected by the Company and reasonably acceptable to purchase by operation of the preceding sentence unless such Investor has consented thereto in writingInvestor. (c) If the Investors elect Investor exercises its option pursuant to Section 7.2(b), the closing of such purchase any or all shall take place within 30 days of the Remainder Shares, the Holder shall, promptly following the expiration of date the Investor Acceptance Periodgives notice of such exercise, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (except to the extent that FCC approval is required or reasonably advisable for the Company exercised its right pursuant to Section 2.2 to purchase a portion transaction, in which case the closing shall take place as soon as practicable after receipt of final, non-appealable approval from the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the TransferFCC. (d) Any If the Investor may transfer determines not to exercise its rights option, then for a period of 60 days from the earlier of (i) the expiration of the offer to the Investor and (ii) the receipt of written notice from the Investor stating that the Investor does not intend to exercise its option, or for such longer period required or reasonably advisable for FCC approval, the Company shall be free to sell the proposed assets or securities to the Station Third Party at a price equal to or greater than the Station Offer Price and on substantially the same terms as set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this AgreementStation Offer Notice.

Investor Right of First Refusal. (a) If (i) the Company does not give or any Company Subsidiary at any time intends to effect a Station Transfer to any Person other than a wholly owned Company Subsidiary (a "Station Third Party"), the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”), each Investor shall have the right to purchase Remainder Shares on the same terms and conditions as set forth in the Second Notice as more fully described herein. If an Investor wishes to exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice 90 days prior to the effectiveness of such Station Transfer (the “Investor a "Station Offer Notice”") to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance PeriodInvestor, stating the maximum number of Remainder Shares it is willing Company's intention to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by make such a fractionStation Transfer, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by all name of the Investors delivering an Investor Noticeproposed Station Third Party, with the assets or securities proposed to be transferred, the consideration to be paid for such allocation being repeated assets or securities (the "Station Offer Price") and in respect of any remaining Remainder Shares until either reasonable detail all Investors have been allocated the maximum number of Shares other material terms and conditions upon which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among themsuch Station Transfer is proposed. Notwithstanding the foregoing, the Investors Investor shall not be entitled to allocate such Remainder Shares a right of first refusal with respect to the assets or securities of any Company Station that is not located in any one of the fifty largest DMAs. (b) Upon receipt of the Station Offer Notice, the Investor shall have an option to purchase all of the assets or securities proposed to be transferred at the Station Offer Price and on the other manner as material terms and condition set forth in the Station Offer, which option may be agreeable exercised by written notice to them; provided that no the Company given within 60 days of the Investor's receipt of the Station Offer Notice. If any portion of the consideration to be paid by such Station Third Party is not cash, the Investor may pay in lieu of such non-cash consideration, cash equal to the fair market value thereof. The fair market value shall be allocated fewer Remainder Shares than determined by mutual agreement or if no such Investor would agreement shall be entitled reached within ten days by the determination of an independent nationally recognized appraiser selected by the Company and reasonably acceptable to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing.Investor. 57 58 Investment Agreement (c) If the Investors elect Investor exercises its option pursuant to Section 7.2(b), the closing of such purchase any or all shall take place within 30 days of the Remainder Shares, the Holder shall, promptly following the expiration of date the Investor Acceptance Periodgives notice of such exercise, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (except to the extent that FCC approval is required or reasonably advisable for the Company exercised its right pursuant to Section 2.2 to purchase a portion transaction, in which case the closing shall take place as soon as practicable after receipt of final, non-appealable approval from the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the TransferFCC. (d) Any If the Investor may transfer determines not to exercise its rights option, then for a period of 60 days from the earlier of (i) the expiration of the offer to the Investor and (ii) the receipt of written notice from the Investor stating that the Investor does not intend to exercise its option, or for such longer period required or reasonably advisable for FCC approval, the Company shall be free to sell the proposed assets or securities to the Station Third Party at a price equal to or greater than the Station Offer Price and on substantially the same terms as set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this AgreementStation Offer Notice.

Investor Right of First Refusal. (a) If (i) the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”), each Each Investor shall have the right, exercisable upon written notice to the Transferring Key Holder (the “Purchase Notice”), which right must be exercised within fifteen (15) days after the receipt of the Investor Notice, to purchase Remainder up to its pro rata share of the Remaining Transfer Shares subject to the Investor Notice and on the same terms and conditions as set forth in the Second Notice Notice. Except as more fully described herein. If an Investor wishes to set forth in Section 2.3(c) hereof, the Investors who so exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice their rights (the “Investor NoticeParticipating Investors”) to shall effect the Transferring Holderpurchase of the Remaining Transfer Shares being purchased by such Participating Investors, with a copy to including payment of the Companypurchase price, no later not more than the five (5) days after expiration of the Investor Acceptance Periodfifteen (15) day period set forth in this Section 2.3(a), stating and at such time the maximum number of Remainder Transferring Key Holder shall deliver to the Participating Key Holders the certificate(s) representing the Remaining Transfer Shares it is willing to purchasebe purchased by the Participating Key Holders, each certificate to be properly endorsed for transfer. (b) The Remainder Shares Each Investor’s pro rata share shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying (i) the aggregate number of Remainder Remaining Transfer Shares by and (ii) a fraction, the numerator of which is the number of Shares on an as-converted to Common shares of Investor Stock basis owned on held by the Transfer Notice Date by each Participating Investor delivering an Investor Notice at the time of the Notice, and the denominator of which is the total number of Shares on an as-converted to Common shares of Investor Stock basis owned on the Transfer Date held by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated at the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation time of the preceding sentence unless such Investor has consented thereto in writingNotice. (c) If In the event that not all of the Investors elect to purchase any or all their respective pro rata shares of the Remainder SharesRemaining Transfer Shares pursuant to their rights under Section 2.3(a) within the time period set forth therein, then the Transferring Key Holder shall, shall promptly following the expiration of the Investor Acceptance Period, give written notice to each of the Participating Investors (the “Closing Overallotment Notice”), which shall set forth the number of Remaining Transfer Shares not purchased by the other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. Each Participating Investors shall have five (5) days after receipt of the Overallotment Notice to deliver a written notice to the Transferring Key Holder (the “Overallotment Purchase Notice”) indicating the number of unsubscribed shares that such Participating Investor desires to the Company purchase, and each such Participating Investor who has elected shall be entitled to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion pro rata share of the Transfer Shares), unsubscribed shares on the “Purchasers”). The Closing Notice shall same terms and conditions as set forth (iin the Notice. For purposes of this Section 2.3(c) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, denominator described in clause (ii) of subsection 2.3(b) above shall be the total number of shares of Investor Stock held by all Participating Investors at the time of the Notice. The Participating Key Holders shall then effect the purchase of the Remaining Transfer Shares to be purchased by each Purchasersuch Participating Investors pursuant to this Section 2.3(c), including payment of the purchase price, not more than five (5) days after delivery of their notice to the Transferring Key Holder under this Section 2.3(c), and (iii) the total purchase price payable by each Purchaser (whichat such time, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 Key Holder shall deliver to the Transferring Holder to such Purchaser, or (iii) any combination of Participating Investors the foregoing, against delivery of a certificate or certificates representing the Remaining Transfer SharesShares to be purchased by such Participating Investor pursuant to this Section 2.3(c), each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfertransfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) Until the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all first anniversary of the Transfer Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”) to each Investor. The Second Notice shall set forth the number of Transfer Shares that the Company has not elected to purchase (the “Remainder Shares”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”)date hereof, each Investor shall have the right to purchase Remainder Shares on its Pro Rata Amount of any New Securities that the same Company may, from time to time, propose to sell and issue. In the event that the Company proposes to issue any New Securities prior to such first anniversary of the date hereof, it shall give the Investors written notice at least 10 Business Days before such issuance, describing in reasonable detail the type of New Securities, the price and number of shares (or principal amount) to be issued, and the general terms and conditions upon which the Company proposes to issue such New Securities. Each such notice shall constitute an irrevocable offer by the Company to each Investor to purchase up to the amount of New Securities equal to its Pro Rata Amount of such New Securities (subject to increase as set forth in the Second Notice as more fully described hereinimmediately following sentence) upon the terms reflected in such notice. If Each Investor shall have 10 Business Days from the date of receipt of such notice to agree to purchase up to the amount of New Securities equal to its Pro Rata Amount of such New Securities (and any New Securities offered to another Investor if such other Investor does not elect to purchase its full Pro Rata Amount of New Securities) by giving written notice to the Company of its intention to purchase such New Securities at the closing of the sale of New Securities and the number of such New Securities that it intends to purchase; provided, that, with respect to an underwritten public offering by the Company of its New Securities in which (i) the Company has provided each Investor wishes written notice thereof pursuant to this Section 5.10(a), (ii) the Company has concurrently provided to the Investors all material information relating to such offering that has been provided to potential investors in the New Securities, and (iii) the Company has kept the Investors apprised of the estimated timing and pricing for such offering in a commercially reasonable manner during such offering process (including at least 48 hours notice of the proposed time of pricing and the estimated pricing range or pricing formula), the Investors shall be permitted to accept such offer until the latest time that other investors are permitted to commit to participate in such offering, after which such offer shall lapse. An Investor electing to exercise its right to purchase all New Securities pursuant to this Section 5.10 may make any such election contingent upon obtaining any Governmental Authorizations required in connection with such purchase, including any such Governmental Authorizations pursuant to Gaming Laws or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”) pursuant to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchaseHSR Act. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice If and the denominator of which is the total number of Shares on an as-converted to Common Stock basis owned on the Transfer Date by all of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that any Investor fails to exercise in full its right to purchase New Securities within the periods required for such exercise, then the Company exercised its right pursuant shall have 60 days thereafter to Section 2.2 to purchase a portion of sell the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, New Securities with respect to each Purchaser, shall be equal to product of which the number of Transfer Shares that such Purchaser has elected Investors did not exercise their rights to purchase and upon terms no less favorable to the Purchase Price Per Share)Company (taken as a whole) than the terms reflected in the notice by which such New Securities were offered to the Investors. At The Company shall not issue or sell any additional amounts of New Securities after the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option expiration of such Purchaser, (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 60-day period without first offering such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title securities to the Shares, and such other documents and agreements as they may reasonably deem necessary Investors in connection with the Transfer. (d) Any Investor may transfer its rights set forth manner provided in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement5.10.

Investor Right of First Refusal. (aA) If (i) In the event that the Company does not give the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes elect to purchase less than all of the Transfer Sharesshares of Founder Stock available pursuant to its rights under Section 2.2 within the period set forth therein, the Transferring Holder shall, Founder shall promptly following expiration of the Company Acceptance Period, give written notice (the “Second Notice”"SECOND NOTICE") to each Investor. The Second Notice of the Investors, which shall set forth the number of Transfer Shares that shares of Founder Stock not purchased by the Company has not elected to purchase (the “Remainder Shares”) and which shall include the terms required in a Transfer of Notice as set forth in Section 3.12.1. For a period of 20 Each Investor shall then have the right, exercisable upon written notice to Founder (the "INVESTOR NOTICE") within fifteen (15) days following after the receipt of the Second Notice, to purchase its pro rata share of Founder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. The Investors who so exercise their rights (the “"PARTICIPATING INVESTORS") shall effect the purchase of the shares of Founder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Investor Acceptance Period”Notice, and at such time Founder shall deliver to the Participating Investors the certificate(s) representing the shares of Founder Stock to be purchased by the Participating Investors, each certificate to be free and clear of any liens, claims or encumbrances and properly endorsed for transfer. (B) Each Investor's pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Founder Stock covered by the Second Notice and (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by the Participating Investor at the time of the Transfer and the denominator of which is the total number of shares of Common Stock owned by all of the Investors at the time of the Transfer. (C) In the event that not all of the Investors elect to purchase their pro rata share of Founder Stock available pursuant to their rights under Section 2.3(a) within the time period set forth therein, then Founder shall promptly give written notice to each of the Participating Investors the ("OVERALLOTMENT NOTICE"), each Investor which shall have set forth the number of shares of Founder Stock not purchased by the other Investors, and shall offer such Participating Investors the right to acquire such unsubscribed shares. The Participating Investors shall have five (5) days after receipt of the Overallotment Notice to deliver a written notice to Founder (the "PARTICIPATING INVESTORS OVERALLOTMENT NOTICE") of its election to purchase Remainder Shares its pro rata share of the unsubscribed shares on the same terms and conditions as set forth in the Second Notice as more fully Notice. For purposes of this Section 2.3(c) the denominator described herein. If an Investor wishes to exercise its right to purchase all or any portion of the Remainder Shares, it shall give written notice (the “Investor Notice”in subsection 2.3(b)(ii) to the Transferring Holder, with a copy to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum number of Remainder Shares it is willing to purchase. (b) The Remainder Shares above shall be allocated among each Investor delivering an Investor Notice in an amount equal to the product obtained by multiplying the number of Remainder Shares by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on the Transfer Notice Date by each Investor delivering an Investor Notice and the denominator of which is the total number of Shares on an as-converted to shares of Common Stock basis owned on the Transfer Date by all Participating Investors at the time of Transfer. The Participating Investors shall then effect the purchase of the shares of Founder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Participating Investors delivering an Investor NoticeOverallotment Notice to Founder, with and at such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing time, Founder shall deliver to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation the certificates representing the shares of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”). The Closing Notice shall set forth (i) a date of closing, which date shall not be earlier than 10 days and not later than 20 days following the date on which the Closing Notice is given, (ii) the number of Transfer Shares Founder Stock to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product of the number of Transfer Shares that such Purchaser has elected to purchase and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, or (iii) any combination of the foregoing, against delivery of a certificate or certificates representing the Transfer SharesParticipating Investors, each certificate to be properly endorsed for transfer or accompanied by duly executed stock powers; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers free and clear of any liens, evidence of good title to the Shares, claims or encumbrances and such other documents and agreements as they may reasonably deem necessary in connection with the Transferproperly endorsed for transfer. (d) Any Investor may transfer its rights set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this Agreement.

Investor Right of First Refusal. (a) If (i) In the event the Company does not give makes an offer to any holders of its preferred stock to repurchase any preferred stock (a “Repurchase”), the Company Notice within the Company Acceptance Period or (ii) the Company gives the Company Notice within the Company Acceptance Period but the Company Notice provides that the Company wishes to purchase less than all of the Transfer Shares, the Transferring Holder shall, promptly following expiration of the Company Acceptance Period, give written shall deliver a notice (the “Second Repurchase Notice”) to each Investor. The Second Notice shall set the holders of the Exchange Securities setting forth the number of Transfer Shares that the Company has not elected to purchase shares of preferred stock being repurchased (the “Remainder SharesOffer Securities”) and shall include the terms required in a Transfer Notice as set forth in Section 3.1. For a period of 20 days following receipt of the Second Notice (the “Investor Acceptance Period”), each Investor shall have the right to purchase Remainder Shares on the same other terms and conditions of the Repurchase, provided that the price for the Repurchase may be expressed as a multiple of the Original Issue Price (as set forth in the Second Notice as more fully described herein. If an Investor wishes to exercise its right to purchase all or any portion Certificate of Incorporation) for the preferred stock which is the subject of the Remainder Shares, it Repurchase. The holders of the Exchange Securities shall give written notice have ten (10) calendar days from delivery of the Repurchase Notice (the “Investor NoticeExercise Period”) to exercise a right of first refusal to sell Exchange Securities in the Transferring HolderRepurchase, which may be exercised with respect to all, and not part, of the Exchange Securities held by the exercising holder (the “Repurchase Exercise”). In the event the Repurchase Exercise is made with respect to a copy number of Exchange Securities greater than the number of Offer Securities, each exercising holder of Exchange Securities may participate in the Repurchase by selling to the Company, no later than the expiration of the Investor Acceptance Period, stating the maximum Company a number of Remainder Shares it is willing to purchase. (b) The Remainder Shares shall be allocated among each Investor delivering an Investor Notice in an amount shares equal to the product obtained by multiplying the number of Remainder Shares Offer Securities, multiplied by a fraction, the numerator of which is the number of Shares on an as-converted to Common Stock basis owned on Exchange Securities held by the Transfer Notice Date by each Investor delivering an Investor Notice exercising holder, and the denominator of which is the total number of Shares on an as-converted Exchange Securities to Common Stock basis owned on which the Transfer Date Repurchase Exercise has been made by all holders of the Investors delivering an Investor Notice, with such allocation being repeated in respect of any remaining Remainder Shares until either all Investors have been allocated the maximum number of Shares which they have stated they are willing to purchase pursuant to their respective Investor Notices, or until all Remainder Shares have been so allocated among them. Notwithstanding the foregoing, the Investors shall be entitled to allocate such Remainder Shares in any other manner as may be agreeable to them; provided that no Investor shall be allocated fewer Remainder Shares than such Investor would be entitled to purchase by operation of the preceding sentence unless such Investor has consented thereto in writing. (c) If the Investors elect to purchase any or all of the Remainder Shares, the Holder shall, promptly following the expiration of the Investor Acceptance Period, give written notice (the “Closing Notice”) to the Company and each Investor who has elected to purchase Remainder Shares (such Investors, together with the Company (to the extent that the Company exercised its right pursuant to Section 2.2 to purchase a portion of the Transfer Shares), the “Purchasers”)Exchange Securities. The Closing Notice shall set forth (i) a date of closingCompany may, which date but shall not be earlier than 10 days and not later than 20 days following obligated to, purchase any Offer Securities remaining after the date on which the Closing Notice is given, (ii) the number Exercise Period from other holders of Transfer Shares to be purchased by each Purchaser, and (iii) the total purchase price payable by each Purchaser (which, with respect to each Purchaser, shall be equal to product Preferred Stock of the number of Transfer Shares that such Purchaser has elected to purchase Company on the terms and the Purchase Price Per Share). At the closing, each Purchaser shall purchase the Transfer Shares that such Purchaser has elected to purchase by, at the option of such Purchaser, (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 such Purchaser, 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; provided, however, no Purchaser shall have any liability to purchase or pay for more than the number of Transfer Shares it has elected to purchase pursuant to Section 3.3. The Purchasers may request waivers of any liens, evidence of good title to the Shares, and such other documents and agreements as they may reasonably deem necessary in connection with the Transfer. (d) Any Investor may transfer its rights conditions set forth in this Section 3.3 to one or more Investor Affiliates, irrespective of whether an Investor Affiliate is also an Investor at or prior to such time, provided that such Investor Affiliate, and its exercise of such rights under this Section 3.3, otherwise comply with the terms of this AgreementRepurchase Notice.