Common use of Investors Right of First Refusal Clause in Contracts

Investors Right of First Refusal. If the Company does not elect to exercise the Company’s Right of First Refusal within such 20-day period with respect to all or a portion of the Offered Stock, the Company shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.5, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Major Investors exercising the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Seller.

Investors Right of First Refusal. In addition to the transfer restrictions contained in Section 5.1, each of the Existing Stockholders hereby also agrees not to Transfer any of the Common Stock or other Securities held by it to any Person (other than persons or entities set forth in clause (iii) of the definition of Permitted Transferees) unless the Investor (or any third person(s) designated by Investor, which may include Affiliates of Investor or the Company) is given the right to acquire such Securities pursuant to the provisions of this paragraph (a). If an Existing Stockholder receives an offer from any Person (other than persons or entities set forth in clause (iii) of the definition of its Permitted Transferees) to acquire any such Securities, or decides to solicit or cause to be solicited a proposal or proposals to acquire such Securities, such Existing Stockholder shall first give Investor written notice (the “Stockholder Notice”) of such intention, which notice shall include a term sheet stating, among other material terms, the minimum cash sales price (the “Target Price”) that such Existing Stockholder would entertain for the shares of Common Stock or other Securities to be sold (the “Offered Securities”). Investor (or its designee) shall have the right for a period of 20 business days following the delivery of the Stockholder Notice (the “Acceptance Period”) to accept the offer to purchase all or any portion of the Offered Securities at the Target Price and upon the other terms provided with the Stockholder Notice (or, in the alternative, to exercise its tag-along rights as provided in Section 3.2(b)) (the “Acceptance Notice”). The Investor (or its designee) shall exercise its rights under this subparagraph (a) by delivering to such Existing Stockholder an irrevocable written notice of its election prior to 5:00 p.m. New York time on the final day of the Acceptance Period. If the Company Investor (or its designee) exercises its rights under this subparagraph (a), the sale of the Offered Securities to it shall be consummated on the 15th business day after the final day of the Acceptance Period (the “Purchase Period”). If the Investor (or its designee) does not elect to exercise purchase the Company’s Right Offered Securities on such terms (and the failure to deliver an irrevocable notice of First Refusal within acceptance shall be conclusively deemed to be rejection of such 20-day period with respect opportunity) or fails to all or consummate a portion purchase of the Offered StockSecurities for cash within the Purchase Period, the Company shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.5, each of the Major Investors such Existing Stockholder shall have the right (without limitation to other rights it may have) to consummate the sale of the Offered Securities on terms not materially more favorable to the purchaser than specified in the Stockholder Notice for a period of 90 days (the “Investors’ Right of First RefusalConsummation Period”) to purchase from after the Seller any or all expiration of the Remaining Shares on Acceptance Period or, if applicable, the same Purchase Period. If such Existing Stockholder does not complete such sale, transfer or conveyance within the Consummation Period, such Existing Stockholder shall not have the right to sell, transfer or convey any of the Offered Securities without again complying with this subparagraph (a). In the event such Existing Stockholder intends to sell the Offered Securities for consideration other than cash, such Existing Stockholder shall notify the Investor (or its designee) of the terms of such non-cash consideration. Investor (or its designee) may elect within 20 business days of such notice to have the fair market value of such non-cash consideration determined, with the parties jointly selecting a neutral investment banking firm to resolve any dispute regarding the fair market value of such non-cash consideration. The fees and at expenses of such neutral firm shall be paid by the same price as set forth Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the Transfer Notice. In order case of a sale that is partially for cash) is less than the cash price offered to exercise Investor (or its rights hereunderdesignee) pursuant to this subparagraph (a), a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, then (i) the numerator of which Existing Stockholder shall be have the number of Registrable Securities held by such Major right to terminate the proposed transaction in its entirety (as it relates both to the Investor on as well as to the date Person that originally proposed to acquire the Offered Securities), and (ii) to the extent that the Existing Stockholder does not terminate the proposed transaction in its entirety, the Investor (or its designee) may, within 20 business days of the Transfer Notice determination of the fair market value of the non-cash consideration, elect to purchase the Offered Securities proposed to be sold for an amount in cash equal to the sum of (i) the fair market value of the non-cash consideration and (ii) the denominator of which shall cash consideration, if any. Such purchase must be the number of Registrable Securities held consummated on the date 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the Transfer Offered Securities at any time during the Consummation Period which is acceptable to such Existing Stockholder but is less than the Target Price or is upon terms materially less favorable to such Existing Stockholder than the terms provided to Investor (or its designee) in the Stockholder Notice by all Major Investors exercising (the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares“Below Target Price Offer”), the Seller such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the number 20 business day period following delivery of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors such written offer, Investor (or its designee) shall then have the right (but not to accept the obligation) offer to purchase that number of Remaining Shares which the Company and Offered Securities on the other Major Investors elected not to purchaseterms reflected in such written offer. The Participating Investors may Investor (or its designee) shall, if it so desires, exercise their such right under this Section 6.2 by delivering to such Existing Stockholder written notice of its election to purchase all but not less than all of the Offered Securities prior to 5:00 p.m. New York time on the Seller final day of such additional 20 business day period and the sale of the Offered Securities shall be consummated on the 15th business day after the delivery of such written notice. If Investor (or its designee) does not elect to accept the offer to purchase the Offered Securities on such terms within ten (10) days such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of notice Investors (or its designee’s) acceptance of the availability Below Target Price Offer, such Existing Stockholder shall have (without limitation to any other rights it may have) 90 days to consummate the sale of the Remaining Shares sent by Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the Sellerprice and terms specified in the written offer delivered to Investor (or its designee). In the event a Below Target Price Offer involves any non-cash consideration, the procedures for valuing such non-cash consideration set forth above shall be utilized to determine the fair market value of such non-cash consideration and all time periods specified herein, extended accordingly.

Investors Right of First Refusal. If the Company does not elect to exercise Except for an Underwritten Offering or an Authorized Transfer of any Securities of the Company’s Right , for so long as the Investors as a class are holders of First Refusal within such 20-day period with respect to all or a portion shares of Preferred Stock convertible into at least five percent (5%) of the Offered Stockoutstanding Common Stock on a fully diluted basis, or own, as a class, at least five percent (5%) of the Company outstanding Common Stock on a fully diluted basis, if any Common Stock Holder intends to transfer any interest in any Securities representing at least ten percent (10%), singly or combined with all transfers by such Common Stock Holder made since the date of this Agreement, of the Common Stock on a fully diluted basis, such Common Stock Holder shall deliver to each Major Investor a written notice (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of "First Refusal Notice") to each Investor at least thirty (30) days prior to the “Remaining Shares”)proposed sale, which such notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. Subject to Section 6.5, each of the Major Investors Each Investor shall have the right (the “Investors’ Right of First Refusal”) option to purchase from the Seller any or all such Investor's Pro Rata Share of the Remaining Shares Securities proposed to be sold on the same terms and at the same price conditions as set forth specified in the Transfer NoticeFirst Refusal Notice in the manner hereinafter set forth. In order to exercise its rights hereunder, a Major The Investor must deliver shall give written notice (the "Purchase Notice") of such election to the Seller Common Stock Holder proposing to sell Securities and to the other Investors within twenty (20) calendar days after receipt by such Major Investor delivery of the Company’s First Refusal Notice, at which time such Major Investor . The Purchase Notice shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that indicate the number of Registrable Securities owned by 41 proposed to be sold which such Participating Investor bears is willing to purchase. If any Investor exercises the option provided for in this Section 9, such Investor shall within thirty (30) days after exercising such option deliver to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced selling Common Stock Holder a check in the written notices delivered amount of the purchase price for the Securities to Seller) exceeds be sold, and the Remaining Shares, each Participating selling Common Stock Holder shall simultaneously deliver the certificate or other instrument evidencing the Securities being sold. Each Investor so exercising will be entitled shall have a right of over-allotment such that if any Investor fails to exercise its rights hereunder to purchase its pro rata share Pro Rata Share of Securities, the other Investors may purchase each non-purchasing Investor's portion within fifteen (15) days from the date such non-purchasing Investor fails to exercise its right. If the selling Common Stock Holder has not received a Purchase Notice within twenty (20) days after delivery of the Remaining SharesFirst Refusal Notice, which the option to purchase Securities provided for in this Section 9 shall expire unexercised, and the selling Common Stock Holder shall thereafter have 60 days to close the proposed sale specified in the First Refusal Notice; provided that the option provided for in this Section 9 shall again be equal applicable following such sixty day period. Each party to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Transfer Notice purchase and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Major Investors exercising the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors sale pursuant to the Participating Investorsexercise of an option pursuant to this Section 9 shall bear such party's own expenses. The Participating Investors shall then have the right (but not the obligation) to purchase that number rights of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right first refusal granted under this Section 6.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Seller9 shall expire upon a Qualified Public Offering.

Investors Right of First Refusal. If the Company does not elect to exercise the Company’s Right of First Refusal within such 20-day period with respect to all or a portion of the Offered Stock, the Company shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.53.5, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.23.2. A Participating Investor’s pro rata portion for purposes of this Section 6 3 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Major Investors exercising the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 3.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Seller.

Investors Right of First Refusal. If the Company does not elect to exercise the Company’s Right of First Refusal within such 20-day period its right with respect to all or a portion of the Offered Stock, each of the Company non-selling Qualified Investors shall deliver have subject to each Major Investor a notice (Section 5.5 below, the “Companyright to purchase from the Seller such Qualified Investor’s Notice”) setting forth pro rata portion of all of the number of shares of Offered Stock Shares not being purchased by the Company in exercise of the Company’s Right of First Refusal pursuant to Section 5.1 above (the “Remaining Shares”). Subject to Section 6.5, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Qualified Investor must deliver written notice to the Seller within twenty fifteen (2015) calendar days after receipt by delivery of such Major Investor of the Company’s Transfer Notice, at which time such Major Qualified Investor shall become a “Participating Investor” for purposes of this Section 6.25.2. A Participating Investor’s pro rata portion for purposes of this Section 6 5 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Qualified Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Major Qualified Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Major Qualified Investors exercising the Investors’ their Rights of First Refusal. To the extent that a Major Qualified Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Qualified Investors to the Participating Investors, who desire to purchase the Remaining Shares. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares Securities which the Company and the other Major Qualified Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 5.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Seller.

Investors Right of First Refusal. If Each Investor shall have an option for a period of ten (10) days from the date the Additional Transfer Notice is given to elect to purchase such Investor’s pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Investor may exercise such purchase option and, thereby, purchase all (or any portion of) such Investor’s pro rata share of the Remaining Shares (with any reallotments as provided below), by notifying the Transferring Founder and the Company does not elect to exercise the Company’s Right in writing, before expiration of First Refusal within such 20-ten (10) day period with respect as to all or a portion the number of such shares that it wishes to purchase (including any reallotment). For the purpose of the Offered Stockpreceding sentence, each Investor’s pro rata share shall be a fraction of the Remaining Shares, the Company numerator of which shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth be the number of shares of Offered Common Stock not being purchased (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Investor on the Company in exercise date of the Company’s Right Transfer Notice and the denominator of First Refusal which shall be the total number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) held by all Investors on the “Remaining Shares”). Subject to Section 6.5, each date of the Major Investors shall have Transfer Notice. Each Investor electing to exercise the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all its full pro rata share of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes ”) shall have a right of this Section 6.2. A reallotment such that, if any other Investor fails to exercise the right to purchase its full pro rata share of the Remaining Shares, each such Participating Investor may elect to purchase all (or any portion of) such Participating Investor’s pro rata portion for purposes share of this Section 6 equals the proportion that Remaining Shares not previously purchased. For the purpose of the preceding sentence, each Participating Investor’s pro rata share shall be a fraction of the Remaining Shares not previously purchased, the numerator of which shall be the number of Registrable Securities shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Participating Investor bears to on the date of the Transfer Notice and the denominator of which shall be the total number of Registrable Securities owned shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) held by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in on the written notices delivered to Seller) exceeds date of the Remaining Shares, each Participating Transfer Notice. If an Investor so exercising will be entitled gives the Transferring Founder notice that it desires to purchase its pro rata share of the Remaining SharesShares and, as the case may be, its reallotment, then payment for the Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be equal to a fraction, no later than the later of (i) thirty (30) days after the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Additional Transfer Notice and is given or (ii) the denominator of which shall be the number of Registrable Securities held on the date of contemplated in the Transfer Notice by all Major Investors exercising for the Investors’ Rights of First Refusalclosing with the prospective third party transferee(s). To If the extent that a Major Investor does not purchase any or all of its pro rata portion offered price includes consideration other than cash, the cash equivalent value of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased non-cash consideration will be determined by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number Board of Remaining Shares which Directors of the Company in good faith, which determination will be binding upon the Company, each Investor and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the SellerTransferring Founder, absent fraud or material error.

Investors Right of First Refusal. If the Company does QRC Transferors desire to dispose, in one or more transactions, of all or less than all, but more than a majority of their collective Member Interests (in a transaction or series of transactions that would not trigger the rights of the Investors under Section 6 because the QRC Transferors are not also desiring to dispose of their Partnership Interests) to a non-Affiliated third-party, Alerian and Swank will have the right and option (but not an obligation) (the "Investor Right of First Refusal") to purchase all, but not less than all, such Member Interests being offered by the QRC Transferors, exercisable by notice to such QRC Transferors given no later than ten (10) business days after such Investors are notified that of the proposed sale of the Member Interests by such QRC Transferor. If both Swank and Alerian elect to exercise their Investor Right of First Refusal, each will purchase one-half of the Company’s Member Interests that the QRC Transferors propose to sell. Upon exercise by either or both of Swank and Alerian of their Investor Right of First Refusal, the purchase price to be paid to such QRC Transferors will be an amount equal to the amount such QRC Transferors would have received had such QRC Transferors completed the sale of such Member Interests to the third-party. Any Member Interests sold hereunder by any QRC Transferor to Swank and/or Alerian shall be transferred free and clear of all liens and encumbrances (other than encumbrances set forth in the Limited Liability Company Agreement or under applicable securities laws). Closing of the purchase of the Member Interests by such Investors from such QRC Transferors shall occur within one hundred twenty (120) days following delivery of the notice of election to exercise such Investor Right of First Refusal within as provided in this Section 7. At the closing of such 20-day period with respect to all or a portion of the Offered Stockpurchase, the Company Swank and/or Alerian shall deliver the purchase price by wire transfer of immediately available funds to each Major Investor a notice (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject an account to Section 6.5, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt be designated by such Major Investor QRC Transferors, and such QRC Transferors shall execute and deliver such assignments, bills of sale, and other documents consistent with the Company’s Noticethird-party offer, at which time as reasonably requested by and in form and substance satisfactory to, such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Major Investors exercising the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Seller.

Investors Right of First Refusal. If the Company does not elect QRC Transferors desire to exercise the Company’s Right dispose, in one or more transactions, of First Refusal within such 20-day period with respect to all or less than all, but more than a portion majority of their collective Member Interests (in a transaction or series of transactions that would not trigger the rights of the Offered StockInvestors under Section 6 because the QRC Transferors are not also desiring to dispose of their Partnership Interests) to a non-Affiliated third-party, Alerian and Swank will have the Company shall deliver to each Major Investor a notice right and option (but not an obligation) (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.5, each of the Major Investors shall have the right (the “Investors’ Investor Right of First Refusal”) to purchase from all, but not less than all, such Member Interests being offered by the Seller any or all QRC Transferors, exercisable by notice to such QRC Transferors given no later than ten (10) business days after such Investors are notified that of the Remaining Shares on proposed sale of the same terms Member Interests by such QRC Transferor. If both Swank and at Alerian elect to exercise their Investor Right of First Refusal, each will purchase one-half of the same Member Interests that the QRC Transferors propose to sell. Upon exercise by either or both of Swank and Alerian of their Investor Right of First Refusal, the purchase price as to be paid to such QRC Transferors will be an amount equal to the amount such QRC Transferors would have received had such QRC Transferors completed the sale of such Member Interests to the third-party. Any Member Interests sold hereunder by any QRC Transferor to Swank and/or Alerian shall be transferred free and clear of all liens and encumbrances (other than encumbrances set forth in the Transfer NoticeLimited Liability Company Agreement or under applicable securities laws). In order Closing of the purchase of the Member Interests by such Investors from such QRC Transferors shall occur within one hundred twenty (120) days following delivery of the notice of election to exercise its rights hereundersuch Investor Right of First Refusal as provided in this Section 7. At the closing of such purchase, a Major Investor must Swank and/or Alerian shall deliver written notice the purchase price by wire transfer of immediately available funds to the Seller within twenty (20) calendar days after receipt an account to be designated by such Major Investor QRC Transferors, and such QRC Transferors shall execute and deliver such assignments, bills of sale, and other documents consistent with the Company’s Noticethird-party offer, at which time as reasonably requested by and in form and substance satisfactory to, such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Major Investors exercising the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Seller.

Investors Right of First Refusal. If (i) The Company agrees that in the event that the Company does not elect declines to exercise in full the Company’s Right of First Refusal within such 20-day period with respect to all or a portion of the Offered Stockset forth in Section 1.2(b) above, the Company shall deliver will provide each Investor with notice of such determination at least ten (10) Business Days prior to each Major Investor a notice the end of the Option Period (the “Company’s Investor Notice”) setting which shall set forth the number of shares of Offered Key Holder Stock not being purchased by the Company in exercise pursuant to Section 1.2(b) above and which shall include the terms of the Company’s Right Notice set forth in Section 1.2(a). Each Investor shall then have the right to submit to the Company and to such Key Holder, within five (5) Business Days of First Refusal receipt of such Investor Notice, notice of its irrevocable commitment to purchase, within thirty (30) Business Days after its receipt of the Investor Notice (the “Remaining SharesExercise Period”). Subject to Section 6.5, each all or any portion of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Major Investors exercising the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Company, calculated pursuant to Section 1.2(c)(ii) below and, if such Investor so chooses, an indication of how many additional shares such Investor is committing to purchase of the Shares available for purchase (the “Maximum Shares”). If any Investor does not exercise in full its Right of First Refusal, the Shares that would otherwise be allocated to such non-fully exercising Investor shall be allocated among the fully exercising Investors wishing to purchase the remaining Shares (the “Over-Allotment”) on a pro-rata basis (calculated in the same manner as above; provided however, that the denominator for purposes of such calculation shall be the total number of Conversion Shares held by all Investors participating in such Over-Allotment) up to the Participating Investors. The Participating Investors shall then have Maximum Shares specified by each such applicable Investor, provided that the right (but not the obligation) to purchase that number Right of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase First Refusal must be exercised, if at all, prior to the Seller within ten (10) days after the date expiration of notice of the availability of the Remaining Shares sent by the Sellersuch Exercise Period.

Investors Right of First Refusal. If Each Investor shall have an option for a period of fifteen (15) days from the Company does not date the Investor Transfer Notice is given to elect to exercise the Company’s Right of First Refusal within purchase such 20-day period with respect to all or a portion of the Offered Stock, the Company shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.5, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Offered Investor Shares at the same price and subject to the same material terms and conditions as described in the Investor Transfer Notice. Each Investor may exercise such purchase option and, thereby, purchase all (or any portion of) such Investor’s pro rata share of the Offered Investor Shares (with any reallotments as provided below), by notifying the Transferring Investor and the Company in writing, before expiration of such fifteen (15) day period as to the number of such shares that it wishes to purchase (including any reallotment). For the purpose of the preceding sentence, each Investor’s pro rata share shall be a fraction of the Offered Investor Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Major Investor on the date of the Investor Transfer Notice and (ii) the denominator of which shall be the total number of Registrable Securities shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) held by all Investors on the date of the Investor Transfer Notice. Each Investor electing to exercise the right to purchase its full pro rata share of the Offered Investor Shares (a “Purchasing Investor”) shall have a right of reallotment such that, if any other Investor fails to exercise the right to purchase its full pro rata share of the Offered Investor Shares, each such Purchasing Investor may elect to purchase all (or any portion of) such Purchasing Investor’s pro rata share of the Offered Investor Shares not previously purchased. For the purpose of the preceding sentence, each Purchasing Investor’s pro rata share shall be a fraction of the Offered Investor Shares not previously purchased, the numerator of which shall be the number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Purchasing Investor on the date of the Investor Transfer Notice and the denominator of which shall be the total number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) held by all Major Purchasing Investors exercising on the Investors’ Rights date of First Refusalthe Investor Transfer Notice. To If an Investor gives the extent Transferring Investor notice that a Major Investor does not it desires to purchase any or all of its pro rata portion share of the Remaining SharesOffered Investor Shares and, as the Seller case may be, its reallotment, then payment for the Offered Investor Shares shall promptly offer be by check or wire transfer, against delivery of the number Offered Investor Shares to be purchased at a place agreed upon between the parties and at the time of Remaining Shares not purchased by the other Major Investors to scheduled closing therefor, which shall be no later than the Participating Investors. The Participating Investors shall then have the right later of (but not the obligationi) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller within ten thirty (1030) days after the Investor Transfer Notice is given or (ii) the date of notice contemplated in the Investor Transfer Notice for the closing with the prospective third party transferee(s). If the Investors fail to purchase all of the availability Offered Investor Shares by exercising the option granted in this Section 4(a)(i) within the period provided, the Transferring Investor shall so notify the Company (the “Additional Investor Transfer Notice”) and such remaining Offered Investor Shares shall be subject to the option granted to the Company pursuant to Section 4(a)(ii) of this Agreement. The Additional Investor Transfer Notice shall include all of the information and certifications required in a Investor Transfer Notice and shall additionally identify the Offered Investor Shares that the Investors have declined to purchase (the “Remaining Shares sent by Offered Investor Shares”) and briefly describe the SellerCompany’s rights of first refusal with respect to the proposed Investor Transfer.

Investors Right of First Refusal. If The Investors shall have an option for a period of twenty (20) days from the date of delivery of the Additional Transfer Notice set forth in Section 3.2(a)(i) to elect to purchase up to their respective pro rata shares of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Investor may exercise such purchase option and, thereby, purchase all or any portion of his, her or its pro rata share of the Remaining Shares, by notifying the selling Founder and the Company does not elect to exercise the Company’s Right in writing, before expiration of First Refusal within such twenty (20-) day period with respect as to all the number of such shares which he, she or a portion it wishes to purchase. For the purpose of the Offered Stockpreceding sentence, each Investor’s pro rata share shall be a fraction of the Remaining Shares, the Company numerator of which shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth be the number of shares of Offered Common Stock not being purchased by the Company in exercise (including Common Stock issuable upon conversion of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.5, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”Preferred Stock) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to on the date of the Additional Transfer Notice and the denominator of which shall be the total number of Registrable Securities owned shares of Common Stock held by all Major InvestorsInvestors (including Common Stock issuable upon conversion of Preferred Stock) on the date of the Additional Transfer Notice. To If an Investor gives the extent the aggregate number of shares selling Founder notice that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled it desires to purchase its pro rata share of the Remaining Shares, then payment for the Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be equal to a fraction, no later than the later of (i) thirty (30) days after the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date Investor’s receipt of the Additional Transfer Notice and or (ii) the denominator of which shall be the number of Registrable Securities held on the date of contemplated in the Transfer Notice by all Major Investors exercising for the Investors’ Rights of First Refusal. To closing with the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Sellerprospective third party transferee(s).

Investors Right of First Refusal. If the Company does not elect to exercise (a) The Founder shall notify each Investor of the Company’s 's decision to elect or not to elect the Right of First Refusal within 10 days of the Founder's receipt of notification of such 20decision. If the Company elects not to exercise its Right of First Refusal in full, then the Investors shall have the right to purchase all, but not less than all, of the Offered Founder Stock not purchased by the Company (the "Investors' Right of First Refusal"), at the price per share specified in the notice delivered by the Founder to the Company pursuant to a Restricted Stock Purchase Agreement (the "Notice"). Concurrently with delivering or mailing such Notice to the Company, the Founder shall deliver such Notice to each Investor. Each Investor desiring to participate in the Investors' Right of First Refusal (an "Electing Investor") and/or the Co-day period with respect Sale Right (as defined below) must so notify the Founder within 15 days of receipt of the Notice that such Electing Investor desires to all or purchase and/or sell a minimum of such Investor's Pro Rata Portion (as defined below) and shall also indicate the maximum number of Offered Founder Stock such Electing Investor desires to purchase (the "Maximum Purchase Amount") and/or sell (the "Maximum Sale Amount"). Such Electing Investor shall be entitled to purchase that portion of the Offered Stock, the Company shall deliver to each Major Investor a notice Founder Stock (the “Company’s Notice”"Pro Rata Portion") setting forth that is up to the number of shares of Offered Founder Stock not being purchased multiplied by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.5, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities shares of Common Stock of the Company issued or issuable upon conversion of Company Preferred Stock held by such Major Electing Investor (collectively, "Conversion Shares") on the date of the Transfer Notice Notice, and (ii) the denominator of which shall be the total number of Registrable Securities Conversion Shares held by all Investors on the date of the Transfer Notice by all Major Investors exercising the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the SellerNotice.

Investors 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 thirty (30) days (the “Subsequent Option Period”) after the earlier to occur of (i) the expiration of the Company Option Period pursuant to Section 2.2(b) or (ii) the date upon which the Transferring Shareholder shall have received written notice from the Company of its exercise of the Company’s Company Right of First Refusal within such 20-day period with respect to all or a portion of the Offered Stock, the Company shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject pursuant to Section 6.52.2(b) or its waiver thereof, each of the Major Investors shall have the right (the “Investors’ Subsequent Right of First Refusal” and, together with the “Company Right of First Refusal”, the “Rights of First Refusal”) to accept the offer to purchase from the Seller any or all of the Remaining remaining Offered Shares for the consideration per share and on the same terms and at the same price as set forth conditions specified in the Transfer Offer Notice. In order Each Investor shall then have the right to exercise its rights hereunder, a Major Investor must deliver written notice accept the offer to purchase up to that number of remaining Offered Shares as shall be equal to the Seller within twenty product obtained by multiplying (20X) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned remaining Offered Shares by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to SellerY) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be is the total number of Registrable Securities held shares of Common Stock owned by such Major Investor on the date of the Transfer Offer Notice (as determined in accordance with Section 1.2 hereof) and (ii) the denominator of which shall be is the total number of Registrable Securities shares of Common Stock then held by all of the Investors on the date of the Transfer Offer Notice by (as determined in accordance with Section 1.2 hereof), subject to increase as hereinafter provided. The number of Offered Shares that each Investor is entitled to purchase under this Section 2.2 shall be referred to as a “ROFR Fraction.” In the event any Investor fails to elect to purchase its ROFR Fraction, then all Major the other Investors exercising who so elect shall have the Investors’ Rights of First Refusal. To right to accept the extent that offer to purchase, on a Major Investor does not purchase any or all of its pro rata portion basis (based on their respective holdings of the Remaining Sharesshares of Common Stock (as determined in accordance with Section 1.2 hereof)) with all other Investors who so elect (as hereinafter provided), the Seller shall promptly offer the number of Remaining Shares any ROFR Fraction not purchased by the other Major Investors to the Participating Investorssuch Investor. The Participating Investors Each Investor shall then have the right (but not to accept the obligation) Proposed Transaction by giving notice of such acceptance to the Transferring Stockholder within the Subsequent Option Period, which notice shall indicate the maximum number of Offered Shares subject thereto which such Investor is willing to purchase that number in the event fewer than all of Remaining Shares which the Company and the other Major Investors elected not elect to purchasepurchase their ROFR Fractions. The Participating closing for any purchase of shares by the Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller hereunder shall take place within ten thirty (1030) days after the date of notice expiration of the availability of the Remaining Shares sent by the SellerSubsequent Option Period.

Investors Right of First Refusal. If Each Investor shall have an option for a period of fifteen (15) days from the date the Additional Transfer Notice is given to elect to purchase such Investor’s pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. Each Investor may exercise such purchase option and, thereby, purchase all (or any portion of) such Investor’s pro rata share of the Remaining Shares (with any reallotments as provided below), by notifying the Transferring Founder and the Company does not elect to exercise the Company’s Right in writing, before expiration of First Refusal within such 20-fifteen (15) day period with respect as to all or a portion the number of such shares that it wishes to purchase (including any reallotment). For the purpose of the Offered Stockpreceding sentence, each Investor’s pro rata share shall be a fraction of the Remaining Shares, the Company numerator of which shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth be the number of shares of Offered Common Stock not being purchased (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Investor on the Company in exercise date of the Company’s Right Transfer Notice and the denominator of First Refusal which shall be the total number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) held by all Investors on the “Remaining Shares”). Subject to Section 6.5, each date of the Major Investors shall have Transfer Notice. Each Investor electing to exercise the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all its full pro rata share of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes ”) shall have a right of this Section 6.2. A reallotment such that, if any other Investor fails to exercise the right to purchase its full pro rata share of the Remaining Shares, each such Participating Investor may elect to purchase all (or any portion of) such Participating Investor’s pro rata portion for purposes share of this Section 6 equals the proportion that Remaining Shares not previously purchased. For the purpose of the preceding sentence, each Participating Investor’s pro rata share shall be a fraction of the Remaining Shares not previously purchased, the numerator of which shall be the number of Registrable Securities shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Participating Investor bears to on the date of the Transfer Notice and the denominator of which shall be the total number of Registrable Securities owned shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) held by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in on the written notices delivered to Seller) exceeds date of the Remaining Shares, each Participating Transfer Notice. If an Investor so exercising will be entitled gives the Transferring Founder notice that it desires to purchase its pro rata share of the Remaining SharesShares and, as the case may be, its reallotment, then payment for the Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be equal to a fraction, no later than the later of (i) thirty (30) days after the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Additional Transfer Notice and is given or (ii) the denominator of which shall be the number of Registrable Securities held on the date of contemplated in the Transfer Notice by all Major Investors exercising for the Investors’ Rights of First Refusal. To closing with the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase to the Seller within ten (10) days after the date of notice of the availability of the Remaining Shares sent by the Sellerprospective third party transferee(s).

Investors Right of First Refusal. If Each Investor shall have an option for a period of seven (7) business days from the Company does not date the Investor Transfer Notice is received to elect to exercise the Company’s Right of First Refusal within purchase such 20-day period with respect to all or a portion of the Offered Stock, the Company shall deliver to each Major Investor a notice (the “Company’s Notice”) setting forth the number of shares of Offered Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.5, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Offered Investor Shares at the same price and subject to the same material terms and conditions as described in the Investor Transfer Notice. Each Investor may exercise such purchase option and, thereby, purchase all (or any portion of) such Investor’s pro rata share of the Offered Investor Shares, which by notifying the Transferring Investor and the Company in writing, before expiration of such seven (7) business day period as to the number of such shares that it wishes to purchase. For the purpose of the preceding sentence, each Investor’s pro rata share shall be equal to a fractionfraction of the Offered Investor Shares, (i) the numerator of which shall be the number of Registrable Securities held shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Major Investor on the date of the Investor Transfer Notice and (ii) the denominator of which shall be the total number of Registrable Securities shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) held by all Investors (other than the Transferring Investor) on the date of the Investor Transfer Notice. If an Investor gives the Transferring Investor notice that it desires to purchase its pro rata share of the Offered Investor Shares, then payment for the Offered Investor Shares shall be by check or wire transfer, against delivery of the Offered Investor Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than the later of (i) thirty (30) days after the Investor Transfer Notice is given or (ii) the date contemplated in the Investor Transfer Notice for the closing with the prospective third party transferee(s). If the offered price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by all Major Investors exercising the Investors’ Rights Board of First RefusalDirectors of the Company in good faith, which determination will be binding upon the Company and each Investor, absent fraud or material error. To the extent that a Major any Investor does not elect to purchase any or all of its full pro rata portion share of the Remaining SharesOffered Investor Shares or fails to deliver a notice within the applicable period, each Investor that has elected to purchase its full pro rata share of the Seller Offered Investor Shares shall promptly offer be entitled, by delivering written notice to the Transferring Investor within three (3) business days following the delivery of written notice from the Transferring Investor (indicating the number of Remaining Offered Investor Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) that remain unpurchased), to purchase that up to all of the remaining Offered Investor Shares. If there is an oversubscription, the oversubscribed amount shall be allocated among the fully electing Investors pro rata based on the number of Remaining shares of Investor Shares which owned by each of them. If the Investors fail to purchase all of the Offered Investor Shares by exercising the option granted in this Section 4(a)(i) within the period provided, the Transferring Investor shall so notify the Company and each Investor (the other Major Investors elected not “Additional Investor Transfer Notice”) and the Offered Investor Shares shall be subject to purchasethe options granted to the Company pursuant to this Agreement. The Participating Additional Investor Transfer Notice shall include all of the information and certifications required in an Investor Transfer Notice and shall additionally identify the Offered Investor Shares that the Investors may exercise their right under this Section 6.2 by delivering written election have declined to purchase to (the Seller within ten (10) days after the date of notice of the availability of the “Remaining Shares sent by the SellerInvestor Shares”).

Investors Right of First Refusal. If So long as any shares of Series A Stock are issued and outstanding, if the Company does not elect to exercise the Company’s Right Corporation conducts a private offering of First Refusal within such 20-day period with respect to all or a portion of the Offered Stockany equity securities, the Company Corporation shall deliver offer the Investors that still hold such shares of Series A Stock the right to each Major Investor purchase all of such equity securities for cash at an amount equal to the price or other consideration for which such securities are to be sold. The Corporation shall provide written notice thereof to such Investors, which notice shall describe the securities proposed to be sold and specify the number, price and payment terms. Such Investors may accept the Corporation's offer on a notice (pro rata basis, in proportion to the “Company’s Notice”) setting forth the relative number of shares of Offered Series A Stock not being purchased by the Company in exercise of the Company’s Right of First Refusal (the “Remaining Shares”). Subject to Section 6.5that each such Investor then holds, each of the Major Investors shall have the right (the “Investors’ Right of First Refusal”) to purchase from the Seller or any or all of the Remaining Shares on the same terms and at the same price as set forth in the Transfer Notice. In order to exercise its rights hereunder, a Major Investor must deliver written notice to the Seller within twenty (20) calendar days after receipt by such Major Investor of the Company’s Notice, at which time such Major Investor shall become a “Participating Investor” for purposes of this Section 6.2. A Participating Investor’s pro rata portion for purposes of this Section 6 equals the proportion that the lesser number of Registrable Securities owned by such Participating Investor bears to the total number of Registrable Securities owned by all Major Investors. To the extent the aggregate number of shares that the Participating Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Sharessecurities, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to a fraction, (i) the numerator of which shall be the number of Registrable Securities held by such Major Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of Registrable Securities held on the date of the Transfer Notice by all Major Investors exercising the Investors’ Rights of First Refusal. To the extent that a Major Investor does not purchase any or all of its pro rata portion of the Remaining Shares, the Seller shall promptly offer the number of Remaining Shares not purchased by the other Major Investors to the Participating Investors. The Participating Investors shall then have the right (but not the obligation) to purchase that number of Remaining Shares which the Company and the other Major Investors elected not to purchase. The Participating Investors may exercise their right under this Section 6.2 by delivering written election to purchase notice thereof to the Seller Corporation within ten (10) days after such Investor's receipt of written notice from the date Corporation (such tenth day hereinafter referred to as the "Notice Date"). If any Investor chooses not to purchase all or any portion of the securities it is entitled to purchase under this Section 5, then the Corporation shall notify in writing all of the other eligible Investors that such securities are available for purchase by such remaining Investors on a pro rata basis, in proportion to the number of shares of Series A Stock that each such remaining Investor holds in relation to those shares of Series A Stock held by all of the other remaining Investors. Each such remaining Investor shall notify the Corporation within five (5) days after its receipt of the Corporation's written notice of its intent to purchase such remaining securities. In the availability event that all of the Remaining Shares sent such securities are not purchased by the SellerInvestors pursuant to this Section 5, the Corporation may at any time prior to sixty (60) days after the Notice Date, offer and sell to any third party the number of securities not agreed to be purchased by such eligible Investors, at a price and on payment terms no less favorable to the Corporation than those set forth in the written notice by the Corporation to the Investors. However, if such third party sale or sales are not consummated within such sixty (60) day period, the Corporation shall not sell such securities as have not been purchased within such period without again complying with this Section 5.