Common use of Investor Right of First Refusal Clause in Contracts

Investor Right of First Refusal. If the Company does not elect to purchase all of the Offered Shares pursuant to Section 2.2(b), then for a period of fifteen (15) business days (the “Investor Option Period”) after the earlier to occur of (a) the expiration of the Company Option Period pursuant to Section 2.2(b) or (b) the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the 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 Right of First Refusal” and, together with the “Company Right of First Refusal”, 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 accept the offer to purchase up to that number of remaining Offered Shares as shall be equal to the product obtained by multiplying (X) the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors 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 is 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 Investor. Each Investor shall have the right to accept the Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number of shares subject thereto which such Investor is willing to purchase in the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any rejection of the 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 Option Period.

Investor Right of First Refusal. If In the event that the Company does not elect exercise the Company Option as to all the shares to be sold or transferred in accordance with Section 4 hereof, the Company 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 partial exercise) of the Company Option, which notice shall enclose the Notice and the details of the Company's partial exercises (if any), and shall specify the procedures by which each Investor may exercise the option to purchase all not more than its Pro Rata Share (as defined in Section 4(g) below) of the Offered Shares pursuant to Section 2.2(b), then for a period remaining shares of fifteen (15) business days Stock (the “"Investor Option Period”Option"). For thirty (30) after the earlier to occur of (a) calendar days following the expiration of the Company Option, each Investor may exercise its Investor Option Period pursuant at the same price and upon the same terms as set forth in the Notice. Any Investor desiring to Section 2.2(b) or (b) exercise its Investor Option shall deliver to the date upon which Company and to the Transferring Shareholder shall have received a written notice from the Company of its exercise of the 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 Right of First Refusal” and, together with the “Company Right of First Refusal”, the “Rights of First Refusal”) to accept the offer election to purchase any or the shares with respect to which the Investor option is to be exercised. The Company shall, within three (3) days after the end of such thirty (30) day period, inform each Investor purchasing all of the remaining Offered Shares at shares available to it (a purchase price equal "Fully-Exercising Investor") of any other Investor's failure to do likewise. During the Offer Price and upon the terms and conditions specified in the Offer Notice. Each Investor shall then have the right to accept the offer to purchase up to that number of remaining Offered Shares as shall be equal to the product obtained by multiplying (X) the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors 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 is 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 Investor. Each Investor shall have the right to accept the Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number of shares subject thereto which such Investor is willing to purchase in the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any rejection of the Right of First Refusal. The closing for any purchase of shares by the Investors hereunder shall take place within ten (10) business days day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to give written notice to the expiration Company and the Transferring Shareholder of its election (the "Investor Over-Allotment Option") to purchase that portion of the shares for which Investors were entitled to subscribe but which were not subscribed for by the Investors equal to the proportion that the Pro Rata Share of such Fully-Exercising Investor Option Periodbears to the Pro Rata Shares of all of the Fully-Exercising Investors who wish to purchase some of the unsubscribed shares, or such other proportions as the Investors shall determine.

Investor Right of First Refusal. If (a) In the event that Foundation, USV, KPCB or the Company does do not elect to purchase all of the Offered Shares Key Holder Stock available pursuant to Section 2.2(b)2.2 or Section 2.3, then for a period of fifteen (15) business days respectively, the Key Holder shall promptly give written notice (the “Investor Option PeriodThird Notice”) after the earlier to occur of (a) the expiration of the Company Option Period pursuant to Section 2.2(b) or (b) the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the Company Right of First Refusal pursuant to Section 2.2(b) or its waiver thereof, each of the Investors Investors, which shall have set forth the right (number of shares of Key Holder Stock that were not purchased by Foundation, USV, KPCB and the “Investor Right of First Refusal” and, together with the “Company Right of First Refusal”, 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 Noticeits assignees. Each Investor shall then have the right to accept the offer to purchase up to that number of remaining Offered Shares as shall be equal right, exercisable upon written notice to the product obtained by multiplying Key Holder (Xthe “Investor Notice”) within ten (10) days after the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on the date receipt of the Offer Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof)Third Notice, subject to increase as hereinafter provided. The number of shares that each such Investor is 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 Fractionpro rata share of the Key Holder Stock subject to the Third Notice and on the same terms and conditions as set forth therein; provided, then all however, that solely to the other Investors who so elect extent the Foundation Rights, the USV Rights and KPCB Rights set forth in Section 2.2 apply to any proposed transfer of Key Holder Stock, none of Foundation, USV or KPCB shall have the right to accept purchase 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 offer extent the Foundation Rights, the USV Rights and KPCB Rights, respectively, do not apply to purchaseany proposed transfer of Key Holder Stock, on a pro rata basis with all other 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 elect exercise their rights (as hereinafter provided), any ROFR Fraction not purchased by such Investor. Each Investor the “Participating Investors”) shall have effect the right to accept the Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number of shares subject thereto which such Investor is willing to purchase in the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any rejection Key Holder Stock, including payment of the Right of First Refusal. The closing for any purchase of shares by the Investors hereunder shall take place within price, not more than ten (10) business days after the expiration delivery of the Investor Option PeriodNotice, 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.

Investor Right of First Refusal. (i) 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 Company does Paxsxx Xxxnsferor indicates that the Paxsxx Xxxer Price is the then current market price or the consideration is not elect to purchase all of the Offered Shares pursuant to Section 2.2(b)cash, then the Paxsxx Xxxer Price shall be the closing price for a period of fifteen (15) business days (the “Investor Option Period”) after the earlier to occur of (a) the expiration shares of the Company Option Period pursuant to Section 2.2(b) or (b) on the date upon which American Stock Exchange on the Transferring Shareholder shall have received written notice from the Company of its exercise of the 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 Right of First Refusal” and, together with the “Company Right of First Refusal”, 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 accept the offer to purchase up to that number of remaining Offered Shares as shall be equal to the product obtained by multiplying (X) the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on day immediately preceding the date of the Offer Notice Paxsxx Xxxer Notice. Notwithstanding the preceding provisions of this subsection 4.1 (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors on the date of the Offer Notice (as determined in accordance with Section 1.2 hereofb), subject to increase as hereinafter provided. The number of shares that each such Investor is 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 Investor. Each Investor shall have the no right to accept purchase pursuant to subsection 4.1(b) (i) the Proposed Transaction Call Shares, (ii) shares held by giving notice of such acceptance Paxsxx Xxxate Planning Affiliates and (iii) up to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number first 2,000,000 shares of shares subject thereto which such Investor is willing to purchase in the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any rejection of the 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 Option Period.Class

Investor Right of First Refusal. If (a) In the event that Foundation and/or the Company does do not elect to purchase all of the Offered Shares Key Holder Stock available pursuant to Section 2.2(b)2.2 and/or Section 2.3, then for a period of fifteen (15) business days respectively, the Key Holder shall promptly give written notice (the “Investor Option PeriodThird Notice”) after the earlier to occur of (a) the expiration of the Company Option Period pursuant to Section 2.2(b) or (b) the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the Company Right of First Refusal pursuant to Section 2.2(b) or its waiver thereof, each of the Investors Investors, which shall have set forth the right (number of shares of Key Holder Stock that were not purchased by Foundation and/or the “Investor Right of First Refusal” and, together with Company and that shall include the “Company Right of First Refusal”, the “Rights of First Refusal”) to accept the offer to purchase any or all terms of the remaining Offered Shares at a purchase price equal to Foundation Notice set forth in Section 2.1 and/or the Offer Price and upon the terms and conditions specified Company Notice set forth in the Offer NoticeSection 2.2. Each Investor shall then have the right to accept the offer to purchase up to that number of remaining Offered Shares as shall be equal right, exercisable upon written notice to the product obtained by multiplying Key Holder (Xthe “Investor Notice”) the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors 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 is 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 Investor. Each Investor shall have the right to accept the Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number of shares subject thereto which such Investor is willing to purchase in the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any rejection of the 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 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 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 Option PeriodNotice, 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.

Investor Right of First Refusal. If In the event that the Company does not elect exercise the Company Option as to all the shares to be sold or transferred in accordance with Section 3 hereof, the Company 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 partial exercise) of the Company Option, which notice shall enclose the Notice and the details of the Company's partial exercises (if any), and shall specify the procedures by which each Investor may exercise the option to purchase all not more than its Pro Rata Share (as defined in Section 3(f) below) of the Offered Shares pursuant to Section 2.2(b), then for a period remaining shares of fifteen (15) business days Stock (the “Investor Option Period”"INVESTOR OPTION"). For thirty (30) after the earlier to occur of (a) calendar days following the expiration of the Company Option Period pursuant to Section 2.2(b) or (b) the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the Company Right of First Refusal pursuant to Section 2.2(b) or its waiver thereofOption, each of Investor may exercise its Investor Option at the Investors shall have the right (the “Investor Right of First Refusal” and, together with the “Company Right of First Refusal”, the “Rights of First Refusal”) to accept the offer to purchase any or all of the remaining Offered Shares at a purchase same price equal to the Offer Price and upon the same terms and conditions specified as set forth in the Offer Notice. Each Any Investor desiring to exercise its Investor Option shall then have deliver to the right Company and to accept the offer Xxxxxx Transferor a written notice of election to purchase up the shares with respect to that number of remaining Offered Shares as shall be equal to the product obtained by multiplying (X) the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors 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 is 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 Investor. Each Investor shall have the right to accept the Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Investor Option Periodis to be exercised. The Company shall, which notice shall indicate within three (3) days after the maximum number end of such thirty (30) day period, inform each Investor purchasing all the shares subject thereto which available to such Investor is willing (a "FULLY-EXERCISING INVESTOR") of any other Investor's failure to purchase in do likewise. During the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any rejection of the Right of First Refusal. The closing for any purchase of shares by the Investors hereunder shall take place within ten (10) business days day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to give written notice to the expiration Company and the Xxxxxx Transferor of its election (the "INVESTOR OVER-ALLOTMENT OPTION") to purchase that portion of the shares for which Investors were entitled to subscribe but which were not subscribed for by the Investors equal to the proportion that the Pro Rata Share of such Fully-Exercising Investor Option Periodbears to the Pro Rata Shares of all of the Fully-Exercising Investors who wish to purchase some of the unsubscribed shares, or such other proportions as the Fully-Exercising Investors shall determine.

Investor Right of First Refusal. If In the event the Company does not elect makes an offer to purchase all any holders of the Offered Shares pursuant its preferred stock to Section 2.2(brepurchase any preferred stock (a “Repurchase”), then for the Company shall deliver a period of fifteen (15) business days notice (the “Investor Option Repurchase Notice”) to the holders of the Exchange Securities setting forth the number of shares of preferred stock being repurchased (the “Offer Securities”) and the 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 Certificate of Incorporation) for the preferred stock which is the subject of the Repurchase. The holders of the Exchange Securities shall have ten (10) calendar days from delivery of the Repurchase Notice (the “Exercise Period”) after to exercise a right of first refusal to sell Exchange Securities in the earlier Repurchase, which may be exercised with respect to occur of (a) the expiration all, and not part, of the Company Option Period pursuant to Section 2.2(b) or (b) Exchange Securities held by the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the Company Right of First Refusal pursuant to Section 2.2(b) or its waiver thereof, each of the Investors shall have the right exercising holder (the “Investor Right Repurchase Exercise”). In the event the Repurchase Exercise is made with respect to a number of First Refusal” andExchange Securities greater than the number of Offer Securities, together with each exercising holder of Exchange Securities may participate in the “Repurchase by selling to the Company Right a number of First Refusal”, the “Rights of First Refusal”) to accept the offer to purchase any or all of the remaining Offered Shares at a purchase price shares equal to the Offer Price and upon the terms and conditions specified in the Offer Notice. Each Investor shall then have the right to accept the offer to purchase up to that number of remaining Offered Shares as shall be equal to the product obtained Offer Securities, multiplied by multiplying (X) the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be Exchange Securities held by such Investor on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof) exercising holder, and the denominator of which is the total number of shares of Common Stock then deemed Exchange Securities to be held which the Repurchase Exercise has been made by all holders of Exchange Securities. The Company may, but shall not be obligated to, purchase any Offer Securities remaining after the Exercise Period from other holders of Preferred Stock of the Investors Company 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 is 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 Investor. Each Investor shall have the right to accept the Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number of shares subject thereto which such Investor is willing to purchase terms and conditions set forth in the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any rejection of the 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 Option PeriodRepurchase Notice.

Investor Right of First Refusal. If (a) In the event that Foundation and/or the Company does do not elect to purchase all of the Offered Shares Key Holder Stock available pursuant to Section 2.2(b)2.2 and/or Section 2.3, then for a period of fifteen (15) business days respectively, the Key Holder shall promptly give written notice (the “Investor Option PeriodThird Notice”) after the earlier to occur of (a) the expiration of the Company Option Period pursuant to Section 2.2(b) or (b) the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the Company Right of First Refusal pursuant to Section 2.2(b) or its waiver thereof, each of the Investors Investors, which shall have set forth the right (number of shares of Key Holder Stock that were not purchased by Foundation, USV and/or the “Investor Right of First Refusal” and, together with the “Company Right of First Refusal”, 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 NoticeCompany. Each Investor shall then have the right to accept the offer to purchase up to that number of remaining Offered Shares as shall be equal right, exercisable upon written notice to the product obtained by multiplying Key Holder (Xthe “Investor Notice”) within ten (10) days after the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on the date receipt of the Offer Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof)Third Notice, subject to increase as hereinafter provided. The number of shares that each such Investor is 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 Fractionpro rata share of the Key Holder Stock subject to the Third Notice and on the same terms and conditions as set forth therein; provided, then all however, that solely to the other Investors who so elect extent the Foundation Rights and the USV Rights set forth in Section 2.2 apply to any proposed transfer of Key Holder Stock, neither Foundation nor USV shall have the right to accept purchase 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 offer extent the Foundation Rights and the USV Rights, respectively, do not apply to purchaseany proposed transfer of Key Holder Stock, on a pro rata basis with all other 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 elect exercise their rights (as hereinafter provided), any ROFR Fraction not purchased by such Investor. Each Investor the “Participating Investors”) shall have effect the right to accept the Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum number of shares subject thereto which such Investor is willing to purchase in the event fewer than all the Investors elect to purchase their ROFR Fractions. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of First Refusal without acceptance thereof or any rejection Key Holder Stock, including payment of the Right of First Refusal. The closing for any purchase of shares by the Investors hereunder shall take place within price, not more than ten (10) business days after the expiration delivery of the Investor Option PeriodNotice, 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.

Investor Right of First Refusal. If the Company does not elect to purchase all of the Offered Shares pursuant to Section 2.2(b), then for a period of fifteen (15) business days (the “Investor Option Period”) after the earlier to occur of (a) Until the expiration first anniversary of the Company Option Period pursuant to Section 2.2(b) or (b) the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the Company Right of First Refusal pursuant to Section 2.2(b) or its waiver thereofhereof, each of the Investors shall have the right (the “Investor Right of First Refusal” and, together with the “Company Right of First Refusal”, 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 accept the offer to purchase up to that number of remaining Offered Shares as shall be equal to the product obtained by multiplying (X) the total number of remaining Offered Shares by (Y) a fraction, the numerator of which is the total number of shares of Common Stock deemed to be held by such Investor on the date of the Offer Notice (as determined in accordance with Section 1.2 hereof) and the denominator of which is the total number of shares of Common Stock then deemed to be held by all of the Investors 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 is 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 Investor. Each Investor shall have the right to accept purchase its Pro Rata Amount of any New Securities that the Proposed Transaction by giving 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 such acceptance to New Securities, the Transferring Stockholder within the Investor Option Period, which notice shall indicate the maximum price and number of shares subject thereto (or principal amount) to be issued, and the general terms upon which the Company proposes to issue such New Securities. Each such notice shall constitute an irrevocable offer by the Company to each Investor is willing 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 event fewer than all immediately following sentence) upon the Investors terms reflected in such notice. 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 their ROFR Fractions. The Transferring Stockholder shall notify 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 written notice thereof pursuant to this Section 5.10(a), (ii) the Company has concurrently provided to the Investors promptly following any lapse 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 Right of First Refusal without acceptance thereof or any rejection estimated timing and pricing for such offering in a commercially reasonable manner during such offering process (including at least 48 hours notice of the Right proposed time of First Refusal. The closing for any purchase of shares by pricing and the estimated pricing range or pricing formula), the Investors hereunder shall take place within ten (10) business days 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 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 pursuant to the expiration of the Investor Option PeriodHSR Act.