Common use of Investors Right of First Refusal Clause in Contracts

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 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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. In addition If the Company does not elect to exercise the transfer restrictions contained 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 5.16.5, 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 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, such Existing Stockholder Major Investors shall have the right (without limitation to other rights it may havethe “Investors’ Right of First Refusal”) to consummate purchase from the sale Seller any or all of the Offered Securities Remaining Shares on the same terms not materially more favorable 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 purchaser than specified 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 Stockholder Notice for a period of 90 days (written notices delivered to Seller) exceeds the “Consummation Period”) after the expiration Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Acceptance Period orRemaining Shares, if applicable, the 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 expenses of such neutral firm which shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of equal to a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a)fraction, then (i) the Existing Stockholder numerator of which shall have be the right to terminate number of Registrable Securities held by such Major Investor on the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 date of the 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 Transfer Notice and (ii) the cash consideration, if any. Such purchase must denominator of which shall be consummated the number of Registrable Securities held on the 15th business day after date of the determination Transfer Notice by all Major Investors exercising the Investors’ Rights of fair market valueFirst Refusal. If such Existing Stockholder receives To the extent that a written offer for Major Investor does not purchase any or all of its pro rata portion of the Offered Securities at any time during Remaining Shares, 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 (the “Below Target Price Offer”), such Existing Stockholder Seller shall promptly deliver a copy offer the number of such written offer Remaining Shares not purchased by the other Major Investors to Investor (or its designee)the Participating Investors. During the 20 business day period following delivery of such written offer, Investor (or its designee) The Participating Investors shall then have the right to accept (but not the offer obligation) to purchase that number of Remaining Shares which the Offered Securities on Company and the terms reflected in such written offerother Major Investors elected not to purchase. Investor (or its designee) shall, if it so desires, The Participating Investors may exercise such their 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 to the Offered Securities prior to 5:00 p.m. New York time on the 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 Seller within ten (or its designee10) does not elect to accept the offer to purchase the Offered Securities on such terms within such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day days after the date of Investors (or its designee’s) acceptance notice of the Below Target Price Offer, such Existing Stockholder shall have (without limitation to any other rights it may have) 90 days to consummate the sale availability of the Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than Remaining Shares sent by the price 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 accordinglySeller.

Investors Right of First Refusal. In addition If the Company does not elect to exercise the transfer restrictions contained 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 5.13.5, 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 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, such Existing Stockholder Major Investors shall have the right (without limitation to other rights it may havethe “Investors’ Right of First Refusal”) to consummate purchase from the sale Seller any or all of the Offered Securities Remaining Shares on the same terms not materially more favorable 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 purchaser than specified 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 3.2. A Participating Investor’s pro rata portion for purposes of this Section 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 Stockholder Notice for a period of 90 days (written notices delivered to Seller) exceeds the “Consummation Period”) after the expiration Remaining Shares, each Participating Investor so exercising will be entitled to purchase its pro rata share of the Acceptance Period orRemaining Shares, if applicable, the 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 expenses of such neutral firm which shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of equal to a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a)fraction, then (i) the Existing Stockholder numerator of which shall have be the right to terminate number of Registrable Securities held by such Major Investor on the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 date of the 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 Transfer Notice and (ii) the cash consideration, if any. Such purchase must denominator of which shall be consummated the number of Registrable Securities held on the 15th business day after date of the determination Transfer Notice by all Major Investors exercising the Investors’ Rights of fair market valueFirst Refusal. If such Existing Stockholder receives To the extent that a written offer for Major Investor does not purchase any or all of its pro rata portion of the Offered Securities at any time during Remaining Shares, 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 (the “Below Target Price Offer”), such Existing Stockholder Seller shall promptly deliver a copy offer the number of such written offer Remaining Shares not purchased by the other Major Investors to Investor (or its designee)the Participating Investors. During the 20 business day period following delivery of such written offer, Investor (or its designee) The Participating Investors shall then have the right to accept (but not the offer obligation) to purchase that number of Remaining Shares which the Offered Securities on Company and the terms reflected in such written offerother Major Investors elected not to purchase. Investor (or its designee) shall, if it so desires, The Participating Investors may exercise such their right under this Section 3.2 by delivering to such Existing Stockholder written notice of its election to purchase all but not less than all of to the Offered Securities prior to 5:00 p.m. New York time on the 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 Seller within ten (or its designee10) does not elect to accept the offer to purchase the Offered Securities on such terms within such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day days after the date of Investors (or its designee’s) acceptance notice of the Below Target Price Offer, such Existing Stockholder shall have (without limitation to any other rights it may have) 90 days to consummate the sale availability of the Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than Remaining Shares sent by the price 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 accordinglySeller.

Investors Right of First Refusal. In addition to the transfer restrictions contained in Section 5.1, each Except for an Underwritten Offering or an Authorized Transfer of any Securities of the Existing Stockholders hereby also agrees not Company, for so long as the Investors as a class are holders of shares of Preferred Stock convertible into at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, or own, as a class, at least five percent (5%) of the outstanding Common Stock on a fully diluted basis, if any Common Stock Holder intends to Transfer 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 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 on a proposal or proposals to acquire such Securitiesfully diluted basis, such Existing Stockholder Common Stock Holder shall first give Investor deliver a written notice (the “Stockholder "First Refusal Notice”") of such intentionto each Investor at least thirty (30) days prior to the proposed sale, which such notice shall include a term sheet stating, among other material terms, specify the minimum cash sales price (terms and conditions upon which the “Target Price”) that such Existing Stockholder would entertain for the shares of Common Stock or other Securities proposed sale is intended to be sold (the “Offered Securities”)consummated. Each Investor (or its designee) shall have the right for a period of 20 business days following the delivery option to purchase such Investor's Pro Rata Share 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 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 same terms materially less favorable to such Existing Stockholder than the terms provided to Investor (or its designee) in the Stockholder Notice (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price and terms conditions as specified in the First Refusal Notice in the manner hereinafter set forth. The Investor shall give written offer delivered notice (the "Purchase Notice") of such election to the Common Stock Holder proposing to sell Securities and to the other Investors within twenty (20) days after delivery of the First Refusal Notice. The Purchase Notice shall indicate the number of Securities 41 proposed to be sold which such Investor 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 selling Common Stock Holder a check in the amount of the purchase price for the Securities to be sold, and the selling Common Stock Holder shall simultaneously deliver the certificate or other instrument evidencing the Securities being sold. Each Investor shall have a right of over-allotment such that if any Investor fails to exercise its designee). In rights hereunder to purchase its Pro Rata Share of Securities, the event a Below Target Price Offer involves any other Investors may purchase each non-cash consideration, purchasing Investor's portion within fifteen (15) days from the procedures for valuing date such non-cash consideration set forth above 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 First Refusal Notice, 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 utilized applicable following such sixty day period. Each party to determine a purchase and sale pursuant to the fair market value exercise of an option pursuant to this Section 9 shall bear such non-cash consideration and all time periods specified herein, extended accordinglyparty's own expenses. The rights of first refusal granted under this Section 9 shall expire upon a Qualified Public Offering.

Investors Right of First Refusal. In addition If the Company does not elect to exercise its right with respect to all or a portion of the transfer restrictions contained in Section 5.1Offered Stock, each of the Existing Stockholders hereby also agrees not non-selling Qualified Investors shall have subject to Transfer any Section 5.5 below, the right to purchase from the Seller such Qualified Investor’s pro rata portion of all of the Common Stock or other Securities held Offered Shares not purchased by it the Company pursuant to any Person Section 5.1 above (other than persons or entities the “Remaining Shares”) on the same terms and at the same price as 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)Transfer Notice. 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, In order to exercise its tag-along rights as provided in Section 3.2(b)) (the “Acceptance Notice”). The hereunder, a Qualified Investor (or its designee) shall exercise its rights under this subparagraph (a) by delivering to such Existing Stockholder an irrevocable must deliver written notice to Seller within fifteen (15) calendar days after delivery of such Transfer Notice, at which time such Qualified Investor shall become a “Participating Investor” for purposes of this Section 5.2. A Participating Investor’s pro rata portion for purposes of this Section 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 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 election prior to 5:00 p.m. New York time on the final day pro rata share of the Acceptance Period. If the Investor (or its designee) exercises its rights under this subparagraph (a)Remaining Shares, the sale of the Offered Securities to it which 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 equal to purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Periodfraction, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder numerator of which shall have be the right to terminate number of Registrable Securities held by such Qualified Investor on the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 date of the 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 Transfer Notice and (ii) the cash consideration, if any. Such purchase must denominator of which shall be consummated the number of Registrable Securities held on the 15th business day after date of the determination Transfer Notice by all Qualified Investors exercising their Rights of fair market valueFirst Refusal. If such Existing Stockholder receives To the extent that a written offer for Qualified Investor does not purchase any or all of its pro rata portion of the Offered Securities at any time during Remaining Shares, 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 (the “Below Target Price Offer”), such Existing Stockholder Seller shall promptly deliver a copy offer the number of such written offer Remaining Shares not purchased by the other Qualified Investors to Investor (or its designee)the Participating Investors, who desire to purchase the Remaining Shares. During the 20 business day period following delivery of such written offer, Investor (or its designee) The Participating Investors shall then have the right to accept (but not the offer obligation) to purchase that number of Remaining Securities which the Offered Securities on Company and the terms reflected in such written offerother Qualified Investors elected not to purchase. Investor (or its designee) shall, if it so desires, The Participating Investors may exercise such their right under this Section 5.2 by delivering to such Existing Stockholder written notice of its election to purchase all but not less than all of to the Offered Securities prior to 5:00 p.m. New York time on the 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 Seller within ten (or its designee10) does not elect to accept the offer to purchase the Offered Securities on such terms within such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day days after the date of Investors (or its designee’s) acceptance notice of the Below Target Price Offer, such Existing Stockholder shall have (without limitation to any other rights it may have) 90 days to consummate the sale availability of the Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than Remaining Shares sent by the price 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 accordinglySeller.

Investors Right of First Refusal. In addition 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 transfer restrictions contained same material terms and conditions as described in Section 5.1the Additional Transfer Notice. Each Investor may exercise such purchase option and, 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 thereby, purchase all (or any third person(sportion of) designated such Investor’s pro rata share of the Remaining Shares (with any reallotments as provided below), by Investornotifying the Transferring Founder and the Company in writing, which may include Affiliates before expiration of Investor or the Companysuch fifteen (15) is given the right to acquire such Securities pursuant day period as to the provisions number of this paragraph such shares that it wishes to purchase (aincluding any reallotment). If an Existing Stockholder receives an offer from any Person (other than persons or entities set forth in clause (iii) For the purpose of the definition preceding sentence, each Investor’s pro rata share shall be a fraction 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 termsRemaining Shares, the minimum cash sales price (numerator of which shall be the “Target Price”) that such Existing Stockholder would entertain for the number of shares of Common Stock or other Securities (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Investor on the date of the 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 Investors on the date of the Transfer Notice. Each Investor electing to be sold exercise the right to purchase its full pro rata share of the Remaining Shares (the a “Offered SecuritiesParticipating Investor”). Investor (or its designee) 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 Remaining Shares, each such Participating Investor may elect to purchase all (or any portion of) such Participating Investor’s pro rata share of the 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 shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Participating Investor on the date of the 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 Participating Investors on the date of the Transfer Notice. If an Investor gives the Transferring Founder notice that it desires to purchase its pro rata share of the Remaining Shares and, as the case may be, its reallotment, then payment for a period of 20 business days following the Remaining Shares shall be by check or wire transfer, against delivery of the Stockholder Notice (Remaining Shares to be purchased at a place agreed upon between the “Acceptance Period”) to accept parties and at the offer to purchase all or any portion time of the Offered Securities at the Target Price and upon the other terms provided with the Stockholder Notice (orscheduled closing therefor, 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 Investor (or its designee) exercises its rights under this subparagraph (a), the sale of the Offered Securities to it which 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less no later than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 later of (i) thirty (30) days after the fair market value of the non-cash consideration and Additional Transfer Notice is given or (ii) the cash consideration, if any. Such purchase must be consummated on date contemplated in the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer Transfer Notice for the Offered Securities at any time during closing with 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 (the “Below Target Price Offer”prospective third party transferee(s), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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. In addition Each Investor shall have an option for a period of fifteen (15) days from the date the Investor Transfer Notice is given to elect to purchase such Investor’s pro rata share of the Offered Investor Shares at the same price and subject to the transfer restrictions contained same material terms and conditions as described 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 Transfer Notice. Each Investor may exercise such purchase option and, thereby, purchase all (or any third person(sportion of) designated such Investor’s pro rata share of the Offered Investor Shares (with any reallotments as provided below), by Investornotifying the Transferring Investor and the Company in writing, which may include Affiliates before expiration of Investor or the Companysuch fifteen (15) is given the right to acquire such Securities pursuant day period as to the provisions number of this paragraph such shares that it wishes to purchase (aincluding any reallotment). If an Existing Stockholder receives an offer from any Person (other than persons or entities set forth in clause (iii) For the purpose of the definition preceding sentence, each Investor’s pro rata share shall be a fraction 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 the Offered Investor written notice (the “Stockholder Notice”) of such intention, which notice shall include a term sheet stating, among other material termsShares, the minimum cash sales price (numerator of which shall be the “Target Price”) that such Existing Stockholder would entertain for the number of shares of Common Stock or other Securities (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such 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 Investors on the date of the Investor Transfer Notice. Each Investor electing to be sold exercise the right to purchase its full pro rata share of the Offered Investor Shares (the a “Offered SecuritiesPurchasing Investor”). Investor (or its designee) 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 Purchasing Investors 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 and, as the case may be, its reallotment, then payment for a period of 20 business days following the Offered Investor Shares shall be by check or wire transfer, against delivery of the Stockholder Notice (Offered Investor Shares to be purchased at a place agreed upon between the “Acceptance Period”) to accept parties and at the offer to purchase all or any portion time of the Offered Securities at scheduled closing therefor, which shall be no later than the Target Price and upon later of (i) thirty (30) days after the other terms provided Investor Transfer Notice is given or (ii) the date contemplated in the Investor Transfer Notice for the closing 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 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”prospective third party transferee(s). If the Investor (or its designee) does not elect Investors fail to purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right by delivering to such Existing Stockholder written notice of its election to purchase all but not less than all of the Offered Securities prior 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 5:00 p.m. New York time on the final day option granted to the Company pursuant to Section 4(a)(ii) of such additional 20 business day period and the sale 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 Securities shall be consummated on Investor Shares that the 15th business day after the delivery of such written notice. If Investor (or its designee) does not elect to accept the offer Investors have declined to purchase (the “Remaining Offered Securities on such terms within such 20 business day period or fails Investor Shares”) and briefly describe the Company’s rights of first refusal with respect to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price and terms specified in the written offer delivered to proposed 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 accordinglyTransfer.

Investors Right of First Refusal. In addition (i) The Company agrees that in the event that the Company declines to exercise in full the transfer restrictions contained in Section 5.1, each Company’s Right 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 First Refusal set forth in clause Section 1.2(b) above, the Company will provide each Investor with notice of such determination at least ten (iii10) Business Days prior to the end of the definition Option Period (the “Investor Notice”) which shall set forth the number of Permitted Transfereesshares of Key Holder Stock not purchased by the Company pursuant to Section 1.2(b) unless above and which shall include the terms of the Notice set forth in Section 1.2(a). Each Investor (or any third person(s) designated by Investor, which may include Affiliates of Investor or the Company) is given shall then have the right to acquire such Securities pursuant submit to the provisions Company and to such Key Holder, within five (5) Business Days of this paragraph receipt of such Investor Notice, notice of its irrevocable commitment to purchase, within thirty (a). If an Existing Stockholder receives an offer from any Person (other than persons or entities set forth in clause (iii30) Business Days after its receipt 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 Exercise Period”) to accept the offer to purchase ), all or any portion of its pro rata share of the Offered Securities at Shares not purchased by the Target Price and upon 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 other terms provided with the Stockholder Notice (or, in the alternative, to exercise its tag-along rights as provided in Section 3.2(b)) Shares available for purchase (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 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 PeriodMaximum Shares”). If the any Investor (or its designee) does not elect 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 Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 remaining Shares (the “Consummation PeriodOver-Allotment”) after 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 Maximum Shares specified by each such applicable Investor, provided that the Right of First Refusal must be exercised, if at all, prior to the expiration of such Exercise Period. (ii) Each Investor’s pro rata share for purposes of the Acceptance Period or, if applicableInvestors’ Right of First Refusal shall be equal to the product obtained by multiplying (i) the aggregate number of Shares covered by the Investor Notice by (ii) a fraction, the Purchase Period. If such Existing Stockholder does not complete such sale, transfer or conveyance within numerator of which is the Consummation Period, such Existing Stockholder shall not have total number of Conversion Shares held by the right to sell, transfer or convey any applicable Investor at the time of the Offered Securities without again complying with this subparagraph (a). In Notice, and the event such Existing Stockholder intends to sell denominator of which is the Offered Securities for consideration other than cash, such Existing Stockholder shall notify total number of Conversion Shares held by all Investors at the Investor (or its designee) time of the terms of such nonNotice. (iii) Each fully-cash consideration. participating 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration entitled to apportion Shares to be purchased under this Section 1.2 among its partners, limited partners and the cash consideration Affiliates (including in the case of a sale that is partially for cash) is less than the cash price offered to Investor (venture capital fund other venture capital funds affiliated, or its designee) pursuant to this subparagraph (aunder common investment management, with such fund), then (i) provided that such fully-participating Investor notifies the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy selling Key Holder of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglyallocation.

Investors Right of First Refusal. In addition If the 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 transfer restrictions contained in Section 5.1, each rights of the Existing Stockholders hereby Investors under Section 6 because the QRC Transferors are not also agrees not desiring to Transfer any dispose 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 Transfereestheir Partnership Interests) to acquire any such Securitiesa non-Affiliated third-party, 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 Alerian and Swank will have the right for a period of 20 business days following the delivery of the Stockholder Notice and option (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)but not an obligation) (the “Acceptance NoticeInvestor Right of First Refusal”). 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 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Periodall, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right by delivering to such Existing Stockholder written notice of its election to purchase all but not less than all 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 Offered Securities prior proposed sale of the Member Interests by such QRC Transferor. If both Swank and Alerian elect to 5:00 p.m. New York time on exercise their Investor Right of First Refusal, each will purchase one-half of the final day 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 additional 20 business day period and 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 Offered Securities third-party. Any Member Interests sold hereunder by any QRC Transferor to Swank and/or Alerian shall be consummated on transferred free and clear of all liens and encumbrances (other than encumbrances set forth in the 15th business day after the delivery Limited Liability Company Agreement or under applicable securities laws). Closing 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Member Interests by such Investors from such QRC Transferors shall occur within one hundred twenty (or its designee’s120) acceptance days following delivery of the Below Target Price Offernotice of election to exercise such Investor Right of First Refusal as provided in this Section 7. At the closing of such purchase, Swank and/or Alerian shall deliver the purchase price by wire transfer of immediately available funds to an account to be designated by such QRC Transferors, and such QRC Transferors shall execute and deliver such assignments, bills of sale, and other documents consistent with the third-party offer, as reasonably requested by and in form and substance satisfactory to, such Existing Stockholder shall have (without limitation to any other rights it may have) 90 days to consummate the sale of the Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglyInvestors.

Investors Right of First Refusal. In addition 3.1 The Company hereby grants to the transfer restrictions contained in Section 5.1, each Investor who is also a purchaser of the Existing Stockholders hereby also agrees not to Transfer any of the Common Series E Preferred 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 Series E Agreement the right of first refusal to purchase up to its Pro Rata Share (as defined below) of New Securities (as defined below) which the Company may, from time to time, propose to sell and issue. An Investor’s Pro Rata Share, for purposes of this paragraph (a). If an Existing Stockholder receives an offer from any Person (other than persons or entities set forth in clause (iii) right of first refusal, is the ratio that the sum of the definition number of its Permitted Transferees) shares of Common Stock then held by such Investor and the number of shares of Common Stock issuable upon conversion of the Preferred Stock then held by such Investor bears 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”) sum of such intention, which notice shall include a term sheet stating, among other material termsthe total number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon conversion of the then outstanding Preferred Stock. For purposes hereof, the minimum cash sales price (term “New Securities” shall mean any shares of capital stock of the “Target Price”) that such Existing Stockholder would entertain for the Company including Common Stock and Preferred Stock, whether now authorized or not, rights, options or warrants to purchase said shares of Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, “New Securities” does not include (i) securities offered to the public generally pursuant to a registration statement or pursuant to Regulation A under the Securities Act, (ii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other Securities to be sold (reorganization whereby the “Offered Securities”). Investor (Company or its designeeshareholders own not less than fifty-one percent (51%) 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 voting power of the Offered Securities at surviving or successor corporation, as approved by a majority of the Target Price Board of Directors (including a majority of the Board of Directors elected solely by the holders of Preferred Stock), (iii) shares of the Company’s Common Stock or securities convertible into Common Stock, or options or warrants exercisable for or convertible into Common Stock or securities convertible into Common Stock issued to employees and officers of, and consultants, customers, vendors and equipment lessors to, the Company, pursuant to any arrangement approved by the Board of Directors (including a majority of the Board of Directors elected solely by the holders of Preferred Stock), (iv) shares of the Company’s Common Stock or securities convertible into Common Stock, or options or warrants exercisable for or convertible into Common Stock or securities convertible into Common Stock issued to any director of the Company pursuant to any arrangement approved by a majority of the disinterested members of the Board of Directors of the Company, (v) stock issued in connection with any joint venture transaction or strategic development agreement between the Company and any third party, which agreement has been approved by the Board of Directors of the Company (including a majority of the Board of Directors elected solely by the holders of Preferred Stock), (vi) shares of Common Stock issued in connection with any stock split or stock dividend of or on the Common Stock or shares of Preferred Stock issued in connection with any stock split or stock dividend of or on the Preferred Stock, (vii) shares of Series E Preferred Stock sold pursuant to the terms of the Series E Agreement, (viii) shares of Series D Preferred Stock issuable upon exercise of warrants issued in connection with the Company’s Series D Preferred Stock financing transaction, (ix) shares of Series C Preferred Stock issuable upon exercise of warrants issued in connection with the Company’s Series C Preferred Stock financing transaction, and (x) shares of Common Stock issuable upon the other terms provided exercise of warrants issued issued in connection with the Stockholder Notice (orCompany’s Series C Preferred Stock financing transaction. 3.2 In the event the Company proposes to undertake an issuance of New Securities, in the alternative, to exercise its tag-along rights as provided in Section 3.2(b)) (the “Acceptance Notice”). The it shall give each 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 intention, describing the type of New Securities, and the price and terms upon which the Company proposes to 5:00 p.m. issue the same. Each Investor shall have fifteen (15) days from the date of receipt of any such notice to agree to purchase up to its respective Pro Rata Share of such New York time on Securities plus up to the final day Pro Rata Share of the Acceptance Period. If the any 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) which does not elect to purchase its Pro Rata Share (a “Nonacquiring Investor”) of such New Securities for the Offered price and upon the terms specified in the notice by giving written notice to the Company and stating therein the maximum quantity of New Securities on such terms (and it will agree to purchase; provided, however, that the failure to deliver an irrevocable notice Affiliates of acceptance any Nonacquiring Investor shall be conclusively deemed given the first opportunity to purchase such Nonacquiring Investor’s pro rata share of New Securities. If the Affiliates of any Nonacquiring Investor do not elect to purchase such Nonacquiring Investors Pro Rata Share, the Pro Rata Share of, such Nonacquiring Investor shall be rejection allocated among the Investors desiring to purchase such New Securities as nearly as possible in accordance with the Pro Rata Shares of such opportunity) or Investors. 3.3 In the event an Investor fails to consummate a exercise its right of first refusal to purchase its Pro Rata Share of such New Securities or the Offered Securities for cash Pro Rata Share of any Nonacquiring Investor within said fifteen (15) day period, the Purchase Period, such Existing Stockholder Company shall have the right ninety (without limitation 90) days thereafter to other rights it may have) sell or enter into an agreement (pursuant to consummate which the sale of New Securities covered thereby shall be closed, if at all, within sixty (60) days from the Offered date of said agreement) to sell the New Securities on not elected to be purchased by Investors at the price and upon the terms not materially no more favorable to the purchaser purchasers of such securities than specified in the Stockholder Notice for a period of 90 days (the “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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)Company’s notice. In the event such Existing Stockholder intends the Company has not sold the New Securities or entered into an agreement to sell the Offered New Securities for consideration other than cash, such Existing Stockholder shall notify the Investor within said ninety (90) day period (or its designeesold and issued New Securities in accordance with the foregoing within sixty (60) days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities, without first offering such securities in the manner provided in this Section 3. Whether or not such New Securities are so sold, the sale of any other New Securities by the Company shall be subject to the terms and conditions of this Section. 3.4 The right of first refusal granted under this Agreement shall expire upon the first to occur 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then following: (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the Person that originally proposed to acquire the Offered Securities)closing of a Qualified IPO, and (ii) a merger of the Company with or into any other corporation, a reorganization of the Company or the sale of all or substantially all of the assets of the Company to the extent that the Existing Stockholder does not terminate the proposed any other person or entity, in a transaction in its entirety, which the Investor shareholders of the Company immediately before the transaction own immediately after the transaction less than a majority of the outstanding voting securities of the surviving entity (or its designeeparent) may, within 20 business days or (iii) as to an Investor if such Investor no longer holds 200,000 shares (including shares held by affiliates of such Investor) of Preferred Stock and/or Common Stock issued upon conversion of the determination Preferred Stock (appropriately adjusted for consolidations, stock splits, recapitalizations, and the like). 3.5 The right of the fair market value first refusal hereunder is not assignable except by each of the non-cash considerationsuch Investors to any affiliated partnership, elect limited liability company or corporation or to purchase the Offered Securities proposed to be sold for a partner or retired partner or Affiliate of such Investor or of an amount in cash equal affiliated partnership, limited liability company or corporation or pursuant to the sum transfer by gift, will or intestate succession of (i) the fair market value of the non-cash consideration and (ii) the cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If any such Existing Stockholder receives a written offer for the Offered Securities at any time during the Consummation Period which is acceptable to such Existing Stockholder but is less than the Target Price partner or is upon terms materially less favorable to such Existing Stockholder than the terms provided to Investor (or its designee) in the Stockholder Notice (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglyretired partner.

Investors Right of First Refusal. In addition (a) The Company hereby grants to each Warrant Investor the transfer restrictions contained in Section 5.1right of first refusal to purchase its Pro Rata Share of New Securities which the Company may, each from time to time, propose to sell and issue. "Pro Rata -------- Share," for purposes of this right of first refusal, is the ratio that (i) ----- the number of Warrant Shares and Additional Warrant Shares, if any, then held by such Warrant Investor (including the Warrant Shares that have not been issued under unexercised Warrants) bears to (ii) the Fully Diluted Outstanding Shares of Common Stock. (b) Except as set forth below, "New Securities" shall mean any -------------- shares of capital stock of the Existing Stockholders hereby also agrees not to Transfer any of the Company, including Common Stock and any series of preferred stock, whether now authorized or other Securities held by it not, and rights, options or warrants 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 purchase said shares of Common Stock or preferred stock, and securities of any type whatsoever that are, or may become, convertible into or exchangeable for said shares of Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities" does not include (i) Common Stock offered to the public generally pursuant to a registration statement under the Securities Act in connection with the Company's Initial Public Offering, (ii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of all or substantially all of the assets or other Securities to be sold (reorganization whereby the “Offered Securities”). Investor (Company or its designeestockholders own more than fifty percent (50%) shall have the right for a period of 20 business days following the delivery of the Stockholder Notice voting power of the surviving or successor corporation, (iii) up to 6% of the “Acceptance Period”Fully Diluted Outstanding Shares (net of any repurchase) to accept of the offer Company's Common Stock or related options, warrants or other rights to purchase all such Common Stock issued on or any portion after the Closing Date to employees, officers and directors of and consultants to the Company, pursuant to arrangements approved by the Board of Directors of the Offered Company, (iv) stock issued pursuant to any rights, agreements or convertible securities, including without limitation options and warrants, provided that (A) such rights, agreements or convertible securities were outstanding prior to the date of this Agreement or (B) the rights of first refusal established by this paragraph 5O applied with respect to the initial sale or grant by the Company of such rights, agreements or convertible securities, (v) stock issued in connection with any stock split, stock dividend or recapitalization by the Company, (vi) securities issued in connection with an equipment lease or other similar transaction which is approved by the Board of Directors of the Company or (vii) securities issued pursuant to the Securities at Purchase Agreement. (c) In the Target Price and upon event the other terms provided with the Stockholder Notice (orCompany proposes to undertake an issuance of New Securities, in the alternative, to exercise its tag-along rights as provided in Section 3.2(b)) (the “Acceptance Notice”). The it shall give each Warrant 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 intention, describing the amount and type of New Securities, and the price and terms upon which the Company proposes to 5:00 p.m. issue the same. Each Warrant Investor shall have ten (10) Business Days from the date of receipt of any such notice to agree to purchase up to its respective Pro Rata Share of such New York time on Securities for the final day price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (d) In the event all of the Acceptance Period. If New Securities are not elected to be purchased by Warrant Investors within ten (10) Business Days after the Investor notice pursuant to clause (or its designeec) exercises its rights under this subparagraph (a)above, the sale of Company shall have ninety (90) days thereafter to sell the Offered New 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed elected to be rejection of such opportunity) or fails to consummate a purchase of purchased by Warrant Investors at the Offered Securities for cash within price and upon the Purchase Period, 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 no more favorable to the purchaser purchasers of such securities than specified in the Stockholder Notice for a period of 90 days (the “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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)Company's notice. In the event the Company has not sold the New Securities within said ninety (90) day period, the Company shall not thereafter issue or sell any New Securities without first offering 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (securities in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 manner provided to Investor (or its designee) in the Stockholder Notice (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglyabove.

Investors Right of First Refusal. In addition The Company hereby grants to each Investor the right of first refusal to purchase a Pro Rata share of, any part of New Securities (as defined in this Section 3.1) which the Company may, from time to time, propose to sell and issue. A Pro Rata Share, for purposes of this right of first refusal, is the ratio that the sum of the number of shares of Common Stock then held by the Investor and the number of shares of Common Stock issuable upon conversion of the Preferred then held by such Investor bears to the transfer restrictions contained in Section 5.1, each sum of the Existing Stockholders hereby also agrees not to Transfer any total number of shares of Common Stock then outstanding and the number of shares of Common Stock issuable upon conversion of the then outstanding Preferred Stock. (a) Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company including Common Stock and Preferred Stock, whether now authorized or other Securities held by it not, and rights, options or warrants 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 purchase said shares of Common Stock or other Securities Preferred Stock, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include shares issued or issuable (i) upon conversion of shares of Preferred Stock; (ii) up to be sold (the “Offered Securities”). Investor (or its designee) shall have the right for a period of 20 business days following the delivery 25% of the Stockholder Notice fully-diluted shares at the time of such sale, to directors or employees of, or consultants to, the Company pursuant to a stock grant, option plan or purchase plan or other employee stock incentive program approved by the Board of Directors; (iii) as a dividend or distribution on the “Acceptance Period”Preferred Stock and Common Stock; (iv) to accept the offer to purchase all or in connection with any portion transaction in which more than fifty percent (50%) of the Offered Securities at voting power of the Target Price Company is disposed of, as approved by a majority of the outside directors; (v) in connection with corporate partnerships as approved by a majority of the outside directors; (vi) in connection with bank or lease financings, up to 15% of the total amount of such financings, unless such cap is waived by a majority of the outside directors; or (vii) stock issued pursuant to any rights or agreements including without limitation convertible securities, options and upon warrants, provided that the other terms provided rights of first refusal established by this Section 3.1 apply with respect to the Stockholder Notice initial sale or grant by the Company of such rights or agreements. (orb) In the event the Company proposes to undertake an issuance of New Securities, in the alternative, to exercise its tag-along rights as provided in Section 3.2(b)) (the “Acceptance Notice”). The it shall give each 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 intention, describing the type of New Securities, and the price and terms upon which the Company proposes to 5:00 p.m. issue the same. Each Investor shall be entitled to purchase their pro rata share of the New York time Securities available for purchase plus a pro rata portion of any shares not purchased by other Investors or, if only one Investor elects to purchase, such Investor may purchase all New Securities. Each Investor shall have ten (10) business days from the date of receipt of any such notice to agree to purchase up to their respective Pro Rata Shares of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company. The notice shall state the quantity of the pro rata allotment of New Securities to be purchased and how many additional shares will be purchased if other Investors do not fully exercise their right of first refusal. If an Investor fails to respond in writing within this ten-day period, the right of such Investor to acquire its proportionate part of the New Securities shall terminate. If one or more Investors do not elect to acquire their full pro rata share of the New Securities available, the unsubscribed shares shall be allocated pro rata to each other Investor which indicated it desired to purchase additional shares, based on the final day total number of shares of the Acceptance PeriodPreferred Stock held by each purchasing Investor. If The Company shall allocate and reallocate the Investor shares available according to this procedure. All allocations and reallocations pursuant to this Section 3 must be completed within five (5) business days after the end of the ten (10) business day period referred to above. (c) After the fifteen (15) business day period, the Company shall have ninety (90) days thereafter to sell or its designee) exercises its rights under this subparagraph enter into an agreement (a), pursuant to which the sale of the Offered New Securities to it covered thereby shall be consummated on closed, if at all, within sixty (60) days from the 15th business day after date of said agreement) to sell the final day of the Acceptance Period (the “Purchase Period”). If New Securities not elected to be purchased by the Investor (or its designee) does not elect to purchase at the Offered Securities on such price and upon the terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 no more favorable to the purchaser purchasers of such securities than specified in the Stockholder Notice for a period of 90 days (the “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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)Company's notice. In the event such Existing Stockholder intends the Company has not sold the New Securities or entered into an agreement to sell the Offered New Securities for consideration other than cash, such Existing Stockholder shall notify the Investor within said ninety (90) day period (or its designeesold and issued New Securities in accordance with the foregoing within sixty (60) days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities, without first offering such securities in the manner provided above. (d) The right of first refusal granted hereunder shall expire upon the first to occur 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then following: (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the Person that originally proposed to acquire the Offered Securities), and closing of a Qualified IPO; or (ii) to the extent that the Existing Stockholder does not terminate the proposed a merger, consolidation or other transaction in its entirety, the Investor which more than fifty percent (or its designee50%) may, within 20 business days of the determination vesting power of the fair market value Company is disposed of. (e) The right of the non-cash consideration, elect first refusal hereunder is not assignable except by an Investor to purchase the Offered Securities proposed to be sold for an amount in cash equal to the sum of (i) the fair market value any wholly-owned subsidiary or constituent partner who acquires at least 100,000 shares of Preferred and/or Common Stock issued upon conversion of the non-cash consideration and Preferred (appropriately adjusted for recapitalizations), or (ii) any other party who purchases at least 50% of the cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 Investor's shares (or its designee) in the Stockholder Notice (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right by delivering to such Existing Stockholder written notice of its election to purchase all but not less than all 100,000 shares) of Preferred or Common Stock issued on conversion of the Offered Securities prior to 5:00 p.m. New York time on the 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 Preferred (or its designee) does not elect to accept the offer to purchase the Offered Securities on such terms within such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price and terms specified in the written offer delivered to Investor (or its designeeapproximately adjusted for recapitalization). 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. In addition Each Investor shall have an option for a period of seven (7) business days from the date the Investor Transfer Notice is received to elect to purchase such Investor’s pro rata share of the Offered Investor Shares at the same price and subject to the transfer restrictions contained same material terms and conditions as described 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 Transfer Notice. Each Investor may exercise such purchase option and, thereby, purchase all (or any third person(sportion of) designated such Investor’s pro rata share of the Offered Investor Shares, by Investornotifying the Transferring Investor and the Company in writing, which may include Affiliates before expiration of Investor or the Companysuch seven (7) is given the right to acquire such Securities pursuant business day period as to the provisions number of this paragraph (a)such shares that it wishes to purchase. If an Existing Stockholder receives an offer from any Person (other than persons or entities set forth in clause (iii) For the purpose of the definition preceding sentence, each Investor’s pro rata share shall be a fraction 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 the Offered Investor written notice (the “Stockholder Notice”) of such intention, which notice shall include a term sheet stating, among other material termsShares, the minimum cash sales price (numerator of which shall be the “Target Price”) that such Existing Stockholder would entertain for the number of shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such 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 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 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 wire transfer, against delivery of the Stockholder Notice (Offered Investor Shares to be purchased at a place agreed upon between the “Acceptance Period”) to accept parties and at the offer to purchase all or any portion time of the Offered Securities at scheduled closing therefor, which shall be no later than the Target Price and upon later of (i) thirty (30) days after the other terms provided Investor Transfer Notice is given or (ii) the date contemplated in the Investor Transfer Notice for the closing 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 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”prospective third party transferee(s). If the Investor (or its designee) does not elect to purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 offered price includes 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company in good faith, which determination will be binding upon the Company and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (each Investor, absent fraud or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the Person that originally proposed to acquire the Offered Securities), and (ii) to material error. To the extent that the Existing Stockholder any Investor does not terminate the proposed transaction in its entirety, the Investor (or its designee) may, within 20 business days of the determination of the fair market value of the non-cash consideration, elect to purchase its full pro rata share of the Offered Securities proposed 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 Offered Investor Shares shall be sold for an amount in cash equal entitled, by delivering written notice to the sum Transferring Investor within three (3) business days following the delivery of written notice from the Transferring Investor (i) indicating the fair market value number of Offered Investor Shares that remain unpurchased), to purchase up to all of the non-cash consideration and (ii) remaining Offered Investor Shares. If there is an oversubscription, the cash consideration, if any. Such purchase must oversubscribed amount shall be consummated allocated among the fully electing Investors pro rata based on the 15th business day after the determination number of fair market valueshares of Investor Shares owned by each of them. If such Existing Stockholder receives a written offer for the 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 (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer Investors fail to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 Investor Shares by exercising the final day of such additional 20 business day option granted in this Section 4(a)(i) within the period provided, the Transferring Investor shall so notify the Company and each Investor (the “Additional Investor Transfer Notice”) and the sale Offered Investor Shares shall be subject to the options granted to the Company pursuant to this Agreement. The Additional Investor Transfer Notice shall include all of the information and certifications required in an Investor Transfer Notice and shall additionally identify the Offered Securities shall be consummated on Investor Shares that the 15th business day after the delivery of such written notice. If Investor (or its designee) does not elect to accept the offer Investors have declined to purchase (the Offered Securities on such terms within such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price and terms specified in the written offer delivered to “Remaining Investor (or its designeeShares”). 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. In addition If the 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 transfer restrictions contained in Section 5.1, each rights of the Existing Stockholders hereby Investors under Section 6 because the QRC Transferors are not also agrees not desiring to Transfer any dispose 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 Transfereestheir Partnership Interests) to acquire any such Securitiesa non-Affiliated third-party, 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 Alerian and Swank will have the right for a period of 20 business days following the delivery of the Stockholder Notice and option (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)but not an obligation) (the “Acceptance Notice”). The "Investor (or its designeeRight of First Refusal") 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 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Periodall, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right by delivering to such Existing Stockholder written notice of its election to purchase all but not less than all 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 Offered Securities prior proposed sale of the Member Interests by such QRC Transferor. If both Swank and Alerian elect to 5:00 p.m. New York time on exercise their Investor Right of First Refusal, each will purchase one-half of the final day 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 additional 20 business day period and 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 Offered Securities third-party. Any Member Interests sold hereunder by any QRC Transferor to Swank and/or Alerian shall be consummated on transferred free and clear of all liens and encumbrances (other than encumbrances set forth in the 15th business day after the delivery Limited Liability Company Agreement or under applicable securities laws). Closing 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Member Interests by such Investors from such QRC Transferors shall occur within one hundred twenty (or its designee’s120) acceptance days following delivery of the Below Target Price Offernotice of election to exercise such Investor Right of First Refusal as provided in this Section 7. At the closing of such purchase, Swank and/or Alerian shall deliver the purchase price by wire transfer of immediately available funds to an account to be designated by such QRC Transferors, and such QRC Transferors shall execute and deliver such assignments, bills of sale, and other documents consistent with the third-party offer, as reasonably requested by and in form and substance satisfactory to, such Existing Stockholder shall have (without limitation to any other rights it may have) 90 days to consummate the sale of the Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglyInvestors.

Investors Right of First Refusal. In addition 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 transfer restrictions contained same material terms and conditions as described in Section 5.1the Additional Transfer Notice. Each Investor may exercise such purchase option and, 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 thereby, purchase all (or any third person(sportion of) designated such Investor’s pro rata share of the Remaining Shares (with any reallotments as provided below), by Investornotifying the Transferring Founder and the Company in writing, which may include Affiliates before expiration of Investor or the Companysuch ten (10) is given the right to acquire such Securities pursuant day period as to the provisions number of this paragraph such shares that it wishes to purchase (aincluding any reallotment). If an Existing Stockholder receives an offer from any Person (other than persons or entities set forth in clause (iii) For the purpose of the definition preceding sentence, each Investor’s pro rata share shall be a fraction 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 termsRemaining Shares, the minimum cash sales price (numerator of which shall be the “Target Price”) that such Existing Stockholder would entertain for the number of shares of Common Stock or other Securities (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Investor on the date of the 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 Investors on the date of the Transfer Notice. Each Investor electing to be sold exercise the right to purchase its full pro rata share of the Remaining Shares (the a “Offered SecuritiesParticipating Investor”). Investor (or its designee) 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 Remaining Shares, each such Participating Investor may elect to purchase all (or any portion of) such Participating Investor’s pro rata share of the 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 shares of Common Stock (assuming conversion of all securities then outstanding that are convertible into Common Stock) owned by such Participating Investor on the date of the 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 Participating Investors on the date of the Transfer Notice. If an Investor gives the Transferring Founder notice that it desires to purchase its pro rata share of the Remaining Shares and, as the case may be, its reallotment, then payment for a period of 20 business days following the Remaining Shares shall be by check or wire transfer, against delivery of the Stockholder Notice (Remaining Shares to be purchased at a place agreed upon between the “Acceptance Period”) to accept parties and at the offer to purchase all or any portion time of the Offered Securities at scheduled closing therefor, which shall be no later than the Target Price and upon later of (i) thirty (30) days after the other terms provided Additional Transfer Notice is given or (ii) the date contemplated in the Transfer Notice for the closing 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 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”prospective third party transferee(s). If the Investor (or its designee) does not elect to purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 offered price includes 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company in good faith, which determination will be binding upon the Company, each Investor and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (Transferring Founder, absent fraud or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglymaterial error.

Investors Right of First Refusal. In addition If the Company does not elect to purchase all of the transfer restrictions contained in Offered Shares pursuant to Section 5.12.2(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 Right of First Refusal pursuant to Section 2.2(b) or its waiver thereof, 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) Investors shall have the right for a period of 20 business days following the delivery of the Stockholder Notice (the “Acceptance PeriodSubsequent 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 or any portion of the remaining Offered Securities at Shares for the Target Price consideration per share 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 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 conditions specified in the Stockholder Notice for a period of 90 days (the “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the Purchase PeriodOffer Notice. If such Existing Stockholder does not complete such sale, transfer or conveyance within the Consummation Period, such Existing Stockholder Each Investor shall not then have the right to sellaccept 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, transfer or convey any the numerator of which is the total number of shares of Common Stock owned 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 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 Offered Securities without again complying with Shares that each Investor is entitled to purchase under this subparagraph (a). Section 2.2 shall be referred to as a “ROFR Fraction.” In the event such Existing Stockholder intends any Investor fails 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a), then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the Investor as well as to the 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 determination of the fair market value of the non-cash consideration, elect to purchase its ROFR Fraction, then all 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 cash consideration, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the 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 (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) other Investors who so elect shall have the right to accept the offer to purchase purchase, on a pro rata basis (based on their respective holdings of shares of Common Stock (as determined in accordance with Section 1.2 hereof)) with all other Investors who so elect (as hereinafter provided), any ROFR Fraction not purchased by such Investor. Each Investor shall have the Offered Securities on right to accept the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right Proposed Transaction by delivering to such Existing Stockholder written giving notice of its election 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 all but not less in the event fewer than all of the Offered Securities prior Investors elect to 5:00 p.m. New York time on purchase their ROFR Fractions. The closing for any purchase of shares by the final day of such additional 20 business day period and Investors hereunder shall take place within thirty (30) days after the sale expiration 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglySubsequent Option Period.

Investors Right of First Refusal. In addition to the transfer restrictions contained in Section 5.1, (a) The Founder shall notify each Investor of the Existing Stockholders hereby also agrees Company's decision to elect or not to Transfer any elect the Right of First Refusal within 10 days of the Common Stock or other Securities held by it to any Person (other than persons or entities set forth in clause (iii) Founder's receipt of the definition notification 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)decision. 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, Company elects not to exercise its tag-along rights as provided Right of First Refusal 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 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection of such opportunity) or fails to consummate a purchase of the Offered Securities for cash within the Purchase Period, 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 “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the Company. If the sum of the fair market value of the non-cash consideration and the cash consideration (in the case of a sale that is partially for cash) is less than the cash price offered to Investor (or its designee) pursuant to this subparagraph (a)full, then (i) the Existing Stockholder Investors shall have the right to terminate purchase all, but not less than all, of the proposed transaction Offered Founder Stock not purchased by the Company (the "Investors' Right of First Refusal"), at the price per share specified in its entirety 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-Sale Right (as it relates both defined below) must so notify the Founder within 15 days of receipt of the Notice that such Electing Investor desires to 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 Founder Stock (the "Pro Rata Portion") that is up to the number of shares of Offered Founder Stock multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock of the Company issued or issuable upon conversion of Company Preferred Stock held by such Electing Investor as well as to (collectively, "Conversion Shares") on the Person that originally proposed to acquire date of the Offered Securities)Notice, and the denominator of which shall be the total number of Conversion Shares held by all Investors on the date of the Notice. (iib) If any Investor failed to participate in the extent that the Existing Stockholder does not terminate the proposed transaction in its entiretyInvestors' Right of First Refusal, the Founder shall promptly inform, in writing, each Electing Investor of such failure. Each Electing Investor desiring to purchase shares of Offered Founder Stock in addition to its Pro Rata Portion (or its designeea "Further Electing Investor") may, shall so notify the Founder within 20 business five (5) days of the determination receipt of the fair market value such information, and shall thereby be entitled to obtain that portion of the non-cash consideration, elect Offered Founder Stock that such other Investors were entitled to purchase the subscribe for but which was not subscribed for ("Remaining Offered Securities proposed to be sold for an amount in cash Founder Stock") that is equal to the sum number of (i) shares of Remaining Offered Founder Stock multiplied by a fraction, the fair market value numerator of which shall be the number of Conversion Shares held by such Further Electing Investor on the date of the non-cash consideration Notice, and (ii) the cash consideration, if any. Such purchase must denominator of which shall be consummated the total number of Conversion Shares held by all Further Electing Investors on the 15th business day after date of the determination Notice. (c) If the total number of fair market value. If such Existing Stockholder receives a written offer for shares elected (and/or been deemed to have elected) to be purchased by the Offered Securities at any time during Electing Investors and the Consummation Period which is acceptable to such Existing Stockholder but Further Electing Investors is less than the Target Price Offered Founder Stock, and one or is upon terms materially less favorable more Further Electing Investors have not yet elected (and/or been deemed to have elected) to purchase their Maximum Purchase Amount, then the remaining Offered Founder Stock shall be divided among such Existing Stockholder than Further Electing Investors in the terms provided to Investor manner set forth in Section 1.1(b) above (or its designee) in the Stockholder Notice (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designeeother manner as mutually agreed to by such Further Electing Investors) shall, if it so desires, exercise such right by delivering to such Existing Stockholder written notice of its election to purchase all but not less than until all of the Offered Securities prior to 5:00 p.m. New York time on the 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglyFounder Stock has been allocated.

Investors Right of First Refusal. In addition Subject to the transfer restrictions contained terms and conditions specified in this Section 5.13.9, each Investor hereby grants to each other Investor a right of first refusal with respect to future sales by such Investor of all or a portion of the Existing Stockholders hereby also agrees not to Transfer any shares of the Company’s Preferred Stock (or Common Stock or other Securities issued upon conversion thereof) (“Preferred Shares”) held by such Investor. For purposes of this Section 3.9, the term “Investor” includes any general partners and Affiliates of an Investor. An Investor shall be entitled to apportion the right of first refusal hereby granted it among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time an Investor proposes to any Person sell all or a portion of its Preferred Shares, the Investor shall offer to sell such Preferred Shares to each other Investor in accordance with the following provisions: (a) The Investor proposing to sell all or a portion of its Preferred Shares (“Selling Investor”) shall deliver a notice in accordance with Section 4.5 (“Sale Notice”) to the other than persons or entities set forth in clause Investors stating (i) its bona fide intention to offer sell such Preferred Shares, (ii) the number of such Preferred Shares to be sold and (iii) the price and terms upon which it proposes to sell such Preferred Shares. (b) By written notification received by the Selling Investor within twenty (20) calendar days after the giving of the definition Sale Notice, each other Investor may elect to purchase, at the price and on the terms specified in the Sale Notice, up to that portion of Permitted Transferees) unless such Preferred Shares to be sold by the Selling Investor (or any third person(s) designated that equals the proportion that the number of Preferred Shares held by Investor, which may include Affiliates of such Investor or the Company) is given the right to acquire such Securities pursuant bears to the provisions total number of this paragraph (a). If an Existing Stockholder receives an offer from any Person (Preferred Shares then held by all Investors other than persons or entities set forth the Selling Investor. At the expiration of such twenty (20) calendar day period, the Selling Investor shall promptly, in clause writing, notify each other Investor that elects to purchase all the shares available to it (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 NoticePurchasing Investor”) of any other Investor’s failure to do likewise. During the ten (10) calendar day period commencing after the Selling Investor has given such intentionnotice to the Purchasing Investors, 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”). each Purchasing 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 may elect to purchase all or any that portion of the Offered Securities at Preferred Shares for which Investors were entitled to purchase, but which were not purchased by the Target Price and upon Investors, that is equal to the other terms provided with proportion that the Stockholder Notice number of Preferred Shares held by such Purchasing Investor bears to the total number of Preferred Shares held by all Purchasing Investors who wish to purchase some of the unsubscribed shares. (or, in the alternative, c) If all Preferred Shares that Investors are entitled to exercise its tag-along rights purchase pursuant to Section 3.9(b) of this Agreement are not elected to be obtained as provided in Section 3.2(b)3.9(b) of this Agreement, the Selling Investor may, during the ninety (90) day period following 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 expiration of the Acceptance Period. If ten (10) day period provided in Section 3.9(b) of this Agreement, sell the 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 purchase the Offered Securities on such terms (and the failure to deliver an irrevocable notice of acceptance shall be conclusively deemed to be rejection remaining unpurchased portion of such opportunity) Preferred Shares to any Person or fails to consummate Persons at a purchase of the Offered Securities for cash within the Purchase Periodprice not less than, such Existing Stockholder shall have the right (without limitation to other rights it may have) to consummate the sale of the Offered Securities on and upon terms not materially no more favorable to the purchaser than those specified in the Stockholder Notice for a period of 90 days (the “Consummation Period”) after the expiration of the Acceptance Period or, if applicable, the 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 expenses of such neutral firm shall be paid by the CompanySale Notice. If the sum Selling Investor does not enter into an agreement for the sale of the fair market value Preferred Shares within such ninety (90) day period, or if such agreement is not consummated within sixty (60) days of the non-cash consideration execution thereof, the right provided hereunder shall be deemed to be revived and such Preferred Shares shall not be sold unless first reoffered to the cash consideration other Investors in accordance herewith. (d) The right of first refusal in the case of a sale that is partially for cash) is less than the cash price offered this Section 3.9 shall not be applicable to Investor (or its designee) pursuant to this subparagraph (a)any transfer without consideration, then (i) the Existing Stockholder shall have the right to terminate the proposed transaction in its entirety (as it relates both to the an Affiliate, partner, member, limited partner, retired partner, retired member or stockholder of an Investor as well as to the Person that originally proposed to acquire the Offered Securities), and or (ii) to the extent Investor’s ancestors, descendants or spouse or to trusts for the benefit of such persons or the Investor; provided that in the Existing Stockholder does not terminate event of any transfer made pursuant to the proposed transaction in its entiretyforegoing exemptions, (A) the transferring Investor shall inform the other Investors of such transfer or gift prior to effecting it and (or its designeeB) may, within 20 business days of the determination of the fair market value of the non-cash consideration, elect to purchase the Offered Securities proposed transferee shall enter into a written agreement to be sold bound by and comply with all provisions of this Agreement, as if it were an original Investor hereunder. Such transferred Preferred Shares shall remain “Preferred Shares” hereunder, and such pledgee, transferee or donee shall be treated as the “Investor” for an amount purposes of this Agreement. (e) The agreements set forth in cash equal to this Section 3.9 shall terminate and be of no further force or effect upon the sum consummation of (i) the fair market value Company’s sale of its Common Stock or other securities pursuant to a Registration Statement under the Act (other than a registration statement relating either to the sale of securities to employees of the non-cash consideration and Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) or (ii) the cash considerationa Liquidation Event, if any. Such purchase must be consummated on the 15th business day after the determination of fair market value. If such Existing Stockholder receives a written offer for the Offered Securities at any time during the Consummation Period which as that term 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) defined in the Stockholder Notice (the “Below Target Price Offer”), such Existing Stockholder shall promptly deliver a copy of such written offer to Investor (or its designee). During the 20 business day period following delivery of such written offer, Investor (or its designee) shall have the right to accept the offer to purchase the Offered Securities on the terms reflected in such written offer. Investor (or its designee) shall, if it so desires, exercise such right 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 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 such 20 business day period or fails to consummate the purchase of the Offered Securities on the 15th business day after the date of Investors (or its designee’s) acceptance of the 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 Offered Securities at a price and upon terms that are not materially less favorable to such Existing Stockholder than the price 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 accordinglyRestated Certificate.