Common use of Right of First Refusal on Dispositions Clause in Contracts

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”), the Selling Stockholder shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, to sell such Shares (the “Offered Shares”) to the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. (b) If the Company does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 days after such time, subject to the provisions of Section 2.3. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If Except for the transfers permitted in Section 2, if at any time a Stockholder Current Shareholder (a “"Selling Stockholder”Current Shareholder") desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Current Shareholder shall submit a written offer (the “"Offer”), ") by delivering the Offer to the Company and the other StockholdersShareholders (the "Other Shareholders"), to sell such Shares (the “"Offered Shares”") to the Company Other Shareholders on terms and conditions, including price, not less favorable than those on which the Selling Stockholder Current Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderCurrent Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Other Shareholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that if all such Offered Shares are not purchased by the Other Shareholders, the Other Shareholders may exercise their rights provided pursuant to Section 5 hereof. (b) If Each Other Shareholder shall have the Company does not right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock then owned by such Other Shareholder (including shares issuable upon conversion of Preferred Stock held by such person) and the denominator of which shall be the aggregate number of shares of Common Stock (including shares issuable upon conversion of Preferred Stock) then owned by all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing Other Shareholders who elect to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 days after such time, subject to the provisions of Section 2.3. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser The amount of such Offered Shares that each Other Shareholder is entitled to purchase under this Section 3(b) shall execute be referred to as its "Pro Rata Fraction." (c) The Other Shareholders shall have a counterpart right of this Agreement oversubscription such that if any Other Shareholder fails to accept the Offer as a precondition of to its full Pro Rata Fraction, the remaining Other Shareholders shall, among them, have the right to purchase up to the balance of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article IInot so purchased.

Right of First Refusal on Dispositions. (a) If at any time a any Stockholder (a “Selling Stockholder”) desires to sell for cash or otherwise transfer cash equivalents all or any part portion of his Shares (other than Unvested Shares) pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling such selling Stockholder shall submit a written offer (the “"Offer”), by delivering ") to sell such Shares (the Offer "Offered Shares") to the Company and the other Stockholders, to sell such Shares (the “Offered Shares”) to the Company Stockholders on terms and conditions, including price, not less favorable to the Company and the other Stockholders than those on which the Selling selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares (other than Unvested Shares) owned by the Selling selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company and the other Stockholders may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. The Company may assign its right to purchase the Offered Shares by delivering written notice to the selling Stockholder. (b) If the Company does elects not to purchase all or any portion of the Offered Shares (the Offered Shares not purchased by the Company are hereinafter referred to as the "Remaining Offered Shares"), each other Stockholder shall have the absolute right to purchase that number of Remaining Offered Shares as shall be equal to the number of Remaining Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such participating other Stockholder and the denominator of which shall be the aggregate number of Shares then owned by all of the participating other Stockholders. (The amount of Remaining Offered Shares that each participating other Stockholder is entitled to purchase under this Section 3(b) shall be referred to as its "Pro Rata Fraction" ). (c) The participating other Stockholders shall have a right of oversubscription such that if any participating other Stockholder fails to accept the Offer as to its Pro Rata Fraction, the participating other Stockholders shall, among them, have the right to purchase up to the balance of the Remaining Offered Shares not so purchased. Such right of oversubscription may be exercised by a participating other Stockholder by accepting the Offer as to more than its Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Remaining Offered Shares available in respect of such oversubscription privilege, the oversubscribing participating other Stockholders shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) If the Company or any other Stockholder desires to purchase all or any portion of the Offered Shares, the Company, its assignee or said other Stockholder shall communicate in writing its election to purchase to the selling Stockholder, which communication shall state the number of Offered Shares the Company, its assignee or said participating other Stockholder desires to purchase and shall be delivered in person or mailed to the selling Stockholder at the address set forth in accordance with Section 10 below within ten days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. Sales of the Offered Shares to be sold to the Company or participating other Stockholders pursuant to this Section 3 shall be made at the offices of the Company on the 20th day following the date the Offer was made (or if such 20th day is not a business day, then on the next succeeding business day). Such sales shall be effected by the selling Stockholder's delivery to the Company or participating other Stockholder of a certificate or certificates evidencing the Offered Shares to be purchased by it, duly endorsed for transfer to the Company or participating other Stockholder, as the case may be, against payment to the selling Stockholder of the purchase price therefor by the Company or said participating other Stockholder, as the case may be. (e) If the Company and the other Stockholders do not purchase all of the Offered Shares, the Offered Shares not so purchased may be sold by the selling Stockholder at any' time within 30 45 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in date the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing was made to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and the other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 days after such time, subject to the provisions of Section 2.3Sections 4 and 5. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 9045-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares so sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to any of the provisions restrictions imposed by this Agreement and shall no longer be entitled to any of the benefits conferred by this Agreement, including, without limitation, (f) The Stockholders' right of refusal provided in this Section 3 shall not apply with respect to sales of Shares to the provisions of Article IICompany.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) desires Employee or any Permitted Transferee wishes to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the “Proposed TransfereeOfferor”), the Selling Stockholder shall Offeror must submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, to sell such Shares (the “Offered Shares”) to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Selling Stockholder Offeror proposes to sell such Offered Shares to any other purchaser (the Proposed Transferee“Offer”). The Offer shall disclose the identity of the Proposed Transfereeproposed purchaser or transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Company has the exclusive right to accept the Offer as to all or any part of the Shares covered thereby. (b) If the Company does not exercise its right to purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (offered pursuant to the “Option Period”)Offer, then the other Stockholders shall will then have the exclusive right (on a 30-day rightpro rata basis based upon the total number of shares of Common Stock that they own or have the right to acquire pursuant to outstanding options, beginning on warrants and convertible securities) to accept the day after Offer with respect to the expiration of remaining Shares. If the Option Period, other Stockholders do not exercise their rights to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or remaining Shares offered pursuant to the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlierOffer, the Selling Stockholder Shares not so purchased may sell all of be sold by the Offered Shares to the Proposed Transferee Offeror at any time within 90 days after such time, subject to the provisions expiration of Section 2.3the Offer. Any such sale shall must be to the Proposed Transfereesame proposed purchaser or transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee purchaser than those specified in the Offer. Any remaining Offered Except as provided in Section 13(a) below, any Shares not sold within such the 90-day period shall again be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall will continue to be subject to the provisions of this AgreementSections 3 through 8, includinginclusive. (c) The Company or the other Stockholders shall notify the Offeror of its or their intention to accept the Offer as soon as practicable after its or their exclusive purchase right arises, without limitationbut in no event later than 15 days after such date or the date of receipt of the Offer (whichever occurs later), which notification shall be in writing and delivered by hand or mailed to the provisions Offeror at his, her or its address set forth below and shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of Article IIthe Shares covered thereby.

Right of First Refusal on Dispositions. (a) If at any time a Common Stockholder (a “for purposes of this Section 4, the "Selling Stockholder”") desires to sell or otherwise transfer all or any part of his Shares shares pursuant to a bona fide fide, arm's length offer from a creditworthy third party (the “"Proposed Transferee”"), the Selling Stockholder shall submit a written offer (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Shares (the “"Offered Shares”") to the Company Five Percent Preferred Stockholders and the Company, on terms and conditions, including price, not less favorable to the Five Percent Preferred Stockholders and the Company than those on which the Selling Stockholder proposes to sell such the Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, the address of the Selling Stockholder and any other material facts relating to the proposed sale. (b) If the Company does not desires to purchase all of the Offered Shares Shares, the Company shall communicate in writing its acceptance of its election to purchase (an "Acceptance") to the Selling Stockholder and the Five Percent Preferred Stockholders, which Acceptance shall be delivered in person or mailed to the Selling Stockholder and the Five Percent Preferred Stockholders within 30 20 days after receipt of notice the date the Offer was made. (c) Subject to and in accordance with the priorities of an rights established in subsection (d) below, if the Company does not accept the Offer (the “Option Period”in accordance with Section 4.2(b), then the other Stockholders each Five Percent Preferred Stockholder shall have a 30-day right, beginning on the day after the expiration of the Option Period, right to purchase all that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such Offered Shares, on Preferred Stockholder and the terms and conditions disclosed in denominator of which shall be the Offer (the “Second Option Period”), on a pro-rata basis based on the total aggregate number of Shares then owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or Five Percent Preferred Stockholders (the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 days after such time, subject to the provisions of Section 2.3. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II."Pro Rata Fraction"

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a the “Selling Stockholder”) desires to sell or otherwise transfer Transfer all or any part of his Shares Vested Shares, pursuant to a bona fide offer from a third party (the “Proposed Transferee”), the Selling Stockholder shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the Stockholders named herein and to the other stockholders who are a party to that certain Stockholders’ Agreement dated as of January 23, 2003 as set forth on Schedule 1 attached thereto, as amended from time to time (the “Stockholders’ Agreement”) (the “Other Stockholders”), to sell such Shares (the “Offered Shares”) first to the Company on terms (or the Company’s designee) and conditions, including price, not less favorable than those on which second to any of the Selling Stockholder proposes to sell such Offered Shares to the Proposed TransfereeOther Stockholders. The Offer shall disclose the identity identify of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company (or the Company’s designee) may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price, and upon the terms and conditions set forth therein, and (ii) that if all such Offered Shares are not purchased by the Company (or the Company’s designee), any of the Other Stockholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares not purchased by the Company (or the Company’s designee) (the “Available Offered Shares”). Any shares acquired by the Other Stockholders shall be acquired for the purchase price payable by the Company pursuant to this Section 5(a) and upon the other terms and conditions set forth therein. (b) Within fifteen (15) days of the date the Offer was made, the Company shall submit a written response (the “Company Response”) to the Selling Stockholder and the Other Stockholders indicating (i) whether the Company (or the Company’s designee) elects to purchase any of the Offered Shares and (ii) the number of Offered Shares, if any, the Company (or the Company’s designee) desires to purchase. The Company Response shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares indicated in the Company Response. Sales of such Offered Shares to be sold to the Company (or the Company’s designee) pursuant to this Section 5(b) shall be made at the offices of the Company within thirty (30) days following the date the Offer was made. Any purchase of Shares by the Company pursuant to this Section 5(b) shall require the approval of a majority of the Board of Directors of the Company; provided, however, that if the Selling Stockholder is also a director of the Company, such Selling Stockholder shall not be entitled to vote to approve or disapprove the Company’s purchase of the Shares pursuant to the first clause of this sentence and the approval of a majority of the other members of the Board of Directors shall be required to approve such purchase. (c) If any one or more of the Other Stockholders (individually, a “Responding Other Stockholder” and collectively the “Responding Other Stockholders”) shall desire to purchase all or any part of the Available Offered Shares (which amount shall not exceed an individual Responding Other Stockholder’s Pro Rata Fraction (as such term is defined below) in the event that there is more than one Responding Other Stockholder), such Responding Other Stockholder shall communicate in writing such election to purchase to the Selling Stockholder, which communication shall state the number of Available Offered Shares such Responding Other Stockholder desires to purchase and shall be provided to the Selling Stockholder within thirty (30) days of the date the Offer was made or within fifteen (15) days of the date of the Company Response, whichever period is shorter. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Available Offered Shares. Sales of such Available Offered Shares to be sold to a Responding Other Stockholder pursuant to this Section 5 shall be made at the offices of the Company within forty-five (45) days following the date the Offer was made or within fifteen (15) days following the date of the purchase of Shares by the Company (or the Company’s designee) pursuant to Section 5(b), whichever period is shorter. (d) Each Responding Other Stockholder shall have the right to purchase that number of Available Offered Shares as shall be equal to the number of Available Offered Shares multiplied by a fraction, the numerator of which shall be the number of shares of Company capital stock (on a fully diluted basis) then owned by such Responding Other Stockholder and the denominator of which shall be the aggregate number of shares of Company capital stock (on a fully diluted basis) then owned by all of the Responding Other Stockholders who elect to purchase the Available Offered Shares. The amount of the Available Offered Shares that each Responding Other Stockholder is entitled to purchase under this Section 5(d) shall be referred to as the Responding Other Stockholder’s “Pro Rata Fraction.” (e) Each Responding Other Stockholder shall have a right of oversubscription such that if any of the stockholders (as the case may be) fail to accept the Offer as to his or its full Pro Rata Fraction, the remaining Other Stockholders shall, among them, have the right to purchase up to the balance of such Available Offered Shares not so purchased. The Responding Other Stockholders may exercise such right of oversubscription by accepting the Offer as to more than their Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Available Offered Shares in respect of such oversubscription privilege, the oversubscribing Responding Other Stockholders (as the case may be) shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (f) Notwithstanding anything set forth in this Section 5 to the contrary, the Responding Other Stockholders in their response may designate the Company or any other stockholder of the Company as a substitute purchaser who will purchase, in lieu of the Responding Other Stockholders, all or a portion which, together with the Shares purchased by the Responding Other Stockholders, equals all of the Available Offered Shares on the same terms and conditions and at the same price as set forth in the Offer, and the Selling Stockholder shall sell the Available Offered Shares to the Company or to such other designated person, as the case may be. (g) If the Company does and any of the Other Stockholders or their designees pursuant to this Section 5 do not elect to purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer Shares not purchased may be sold by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 thereafter up to one hundred twenty (120) days after such time, subject to the provisions of Section 2.3date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining If the Offered Shares are not sold within such 90120-day period period, such Offered Shares shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.25. If Offered Shares are sold pursuant to this Section 2.2 5 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) desires the Investors desire to sell or otherwise transfer for cash all or any part of his Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”"PROPOSED TRANSFEREE"), the Selling Stockholder Investors shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, "OFFER") to sell such Shares (the “Offered Shares”"OFFERED SHARES") to the Company Stockholder on terms and conditions, including price, not less favorable to the Stockholder than those on which the Selling Stockholder proposes Investors propose to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderInvestors, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Stockholder may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) Each Stockholder shall have the absolute right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction (the "PRO RATA FRACTION"), the numerator of which shall be the number of Shares then owned by such Stockholder and the denominator of which shall be the aggregate number of Shares then owned by all of the Stockholders. (c) Each Stockholder shall have a right of oversubscription such that if any Stockholder fails to accept the Offer as to its Pro Rata Fraction, the other Stockholders shall, among them, have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of oversubscription may be exercised by a Stockholder by accepting the Offer as to more than its Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Stockholders shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) If a Stockholder desires to purchase all or any part of the Offered Shares, said Stockholder shall communicate in writing its election to purchase to the Investors, which communication shall state the number of Offered Shares said Stockholder desires to purchase and shall be given to the Investors in accordance with Section 10 below within thirty (30) days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares (subject to the aforesaid limitations as to a Stockholder's right to purchase more than its Pro Rata Fraction). Sales of the Offered Shares to be sold to purchasing Stockholder pursuant to this Section 3B shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). 'Such sales shall be effected by the Investors' delivery to each purchasing Stockholder of a certificate or certificates evidencing the Offered Shares to be purchased by it, duly endorsed for transfer to such purchasing Stockholder, against payment to the Investors of the purchase price therefor by such purchasing Stockholder. (e) If the Company Stockholder does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to not so purchased may be sold by the Proposed Transferee Investors at any time within 90 ninety (90) days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.2. 3B. If Offered Shares are sold pursuant to this Section 2.2 3B to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares so sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to the provisions of this Agreement, including, without limitation, . (f) The Stockholder's right of first refusal provided in this Section 3B shall not apply with respect to sales of Shares to the provisions of Article IICompany.

Right of First Refusal on Dispositions. (a) The provisions of this Section 3 are subject to the rights of the Company pursuant to Section 4 hereof. (b) If at any time a the Covered Stockholder (a “Selling Stockholder”) desires to sell or otherwise transfer all or any part of his Shares Covered Securities pursuant to a bona fide offer from a third party (the “Proposed Transferee”"PROPOSED TRANSFEREE"), the Selling Covered Stockholder shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, "OFFER") to sell such Shares Covered Securities (the “Offered Shares”"OFFERED SECURITIES") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Selling Covered Stockholder proposes to sell such Offered Shares Securities to the Proposed Transferee. The Offer offer shall disclose the identity of the Proposed Transferee, the number of . The Offered Shares Securities proposed to be sold, the total number of Shares each class and series of Covered Securities owned by the Selling Covered Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all of the Offered Securities for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. The Company shall have the absolute right to acquire all of the Offered Securities. (bc) If the Company desires to purchase all of the Offered Securities pursuant to the Offer, it shall communicate in writing its election to do so to the transferring Covered Stockholder, which communication shall be given to the transferring Covered Stockholder in accordance with Section 10 below within fifteen (15) days after the date the offer was received by the Company. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Securities. If the Company does not accept the offer within such time period, it shall be deemed to have rejected the Offer. Sales of the Offered Securities to be sold to the Company pursuant to this Section 3 shall be made at the offices of the Company on the 45th day following the date the Offer was accepted (or if such 45th day is not a business day, then on the next succeeding business day) or at such other time and place as the transferring Covered Stockholder and the Company may agree. Such sales shall he effected by the transferring Covered Stockholder's delivery to the Company of a certificate or certificates evidencing the Offered Securities to be purchased (or, in the case of any uncertificated. securities, such instruments of transfer as shall be acceptable to the Company), duly endorsed for transfer to the Company against payment to the transferring Covered Stockholder of the purchase price therefor by the Company. (d) If the Company does not purchase purchases all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”)Securities, then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon Securities may be sold by the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling transferring Covered Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 one hundred days after such time, subject the date the Offer was first made to the provisions of Section 2.3. Any Company pursuant to subsection (b) above; provided, however, that any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer; and provided further, that prior to the sale of the Offered Securities to the Proposed Transferee, the Proposed Transferee shall execute an agreement with the Company pursuant to which the Proposed Transferee agrees that, from and after the date of its acquisition of the Offered Securities, it and the Offered Securities will be subject to this Agreement and the obligations and restrictions set forth herein applicable to the Covered Stockholder and the Covered securities. Any remaining Offered Shares Securities not sold within such 90100-day period shall again continue to be subject to the requirements of a prior offer pursuant, to this Section 3. (e) If an involuntary transfer of any Covered Securities shall occur, the Company shall have the same right of first refusal with respect to the Covered Securities subject to such involuntary transfer (the "TRANSFERRED SECURITIES") as if the involuntary transfer had been a proposed voluntary transfer by the transferor Covered Stockholder governed by the foregoing paragraphs of this Section 3, except that: (i) price to be paid for such Transferred Securities shall be the fair market value thereof, as determined by an independent valuation expert or investment barking firm; (ii) the periods within which such right must be exercised shall run from the date the Involuntary Transfer Notice is received; and (iii) such rights shall be exercised by notice to the transferee of such Transferred Securities (the "INVOLUNTARY TRANSFEREE") rather than to the transferor Covered Stockholder. The closing of any purchase of Transferred Securities pursuant to this Section 2.23(e) shall be in accordance with the procedures set forth in Section 3(c), except that the date of such closing shall be the earlier of (i) the 90th day after the date of the Involuntary Transfer Notice and (ii) any earlier date specified by the Company. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitationSection 3(e) shall be held to be unenforceable with respect to any particular involuntary transfer of Covered Securities, the provisions Company shall have a right of Article IIfirst refusal if the Involuntary Transferee subsequently obtains a BONA FIDE offer for and desires to transfer such Covered Securities, in which. event the Involuntary Transferee shall be bound by the foregoing paragraphs of this Section 3.

Right of First Refusal on Dispositions. (a) If at any time a the Stockholder (a “Selling Stockholder”) desires to sell or otherwise transfer for cash all or any part of his Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”"PROPOSED TRANSFEREE"), the Selling Stockholder shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, "OFFER") to sell such Shares (the “Offered Shares”"OFFERED SHARES") to the Company Investors on terms and conditions, including price, not less favorable to the Investors than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The offer shall further state that the Investors may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) Each Investor shall have the absolute right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction (the "PRO RATA FRACTION"), the numerator of which shall be the number of Shares' then owned by such Investor and the denominator of which shall be the aggregate number of Shares then owned by all of the Investors. (c) Each Investor shall have a right of oversubscription such that if any Investor fails to accept the Offer as to its Pro Rata Fraction, the other Investors shall, among them,' have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of oversubscription may be exercised by an Investor by accepting the offer as to more than its Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Investors shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) If an Investor desires to purchase all or any part of the Offered Shares, said Investor shall communicate in writing its election to purchase to the Stockholder, which communication shall state the number of Offered Shares said Investor desires to purchase and shall be given to the Stockholder in accordance with Section 10 below within thirty (30) days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares (subject to the aforesaid limitations as to an Investor's right to purchase more than its Pro Rata Fraction). Sales of the Offered Shares to be sold to purchasing Investor pursuant to this Section 3A shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by the Stockholder's delivery to each purchasing Investor of a certificate or certificates evidencing the Offered Shares to be purchased by it, duly endorsed for transfer to such purchasing Investor, against payment to the Stockholder of the purchase price therefor by such purchasing Investor. (e) If the Company does Investors do not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to not so purchased may be sold by the Proposed Transferee Stockholder at any time within 90 ninety (90) days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.2. 3A. If Offered Shares are sold pursuant to this Section 2.2 3A to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares so sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to the provisions of this Agreement, including, without limitation, . (f) The Investors' right of first refusal provided in this Section 3A shall not apply with respect to sales of Shares to the provisions of Article IICompany.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) Purchaser desires to sell for cash or otherwise transfer cash equivalents all or any part of his Shares its Shares, pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Purchaser shall submit a written offer (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Shares (the “"Offered Shares”") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Selling Stockholder Purchaser proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderPurchaser, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) The Company shall have the option, but not the obligation, to purchase all or any portion of the Offered Shares, on the same terms as specified in the Offer. Within twenty (20) days after the giving of the Offer, the Company shall give written notice to Purchaser stating whether or not it elects to exercise its option, the number of Offered Shares to be purchased, and a date and time for consummation of such purchase not more than ninety (90) days after the giving of such Offer by Purchaser. Failure by the Company to give such notice within such time period shall be deemed an election by it not to exercise its option. (c) If the Company does not exercise its option to purchase all of any remaining Offered Shares, the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned not purchased may be sold by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee Purchaser at any time within 90 days after such time, subject to the provisions of Section 2.3date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed proposed Transferee than those specified in the OfferOffer and such transferred Offered Shares shall remain subject to the terms of this Agreement. Any remaining Offered Shares not sold within such 90-day period shall not be sold without Purchaser again be subject to complying with the requirements terms and condition of a prior offer pursuant to this Section 2.2. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II7.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “"Selling Stockholder”") desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder shall submit a written offer (the “"Offer”"), by delivering the Offer to the Company and the other Stockholders, to sell such Shares (the “"Offered Shares”") to the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. (b) If the Company does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “"Option Period”"), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “"Second Option Period”"), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 days after such time, subject to the provisions of Section 2.3. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder Non-Investor Shareholder (a “"Selling Stockholder”Non-Investor Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Non-Investor Shareholder shall submit a written offer (the “"Offer”), ") by delivering the Offer to the Company and the other Stockholders, Investors to sell such Shares (the “"Offered Shares”") to the Company and the Investors on the terms and conditions, including price, not less favorable than those on which that the Selling Stockholder Non-Investor Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderNon-Investor Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company and the Investors may acquire, in accordance with the provisions of this Agreement, all (but not less than all) of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii), if all such Offered Shares are not purchased by the Company and the Investors, the Investors who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 4 hereof. (b) The Company shall have the first right to purchase the Offered Shares. If the Company desires to purchase all of the Offered Shares, it shall communicate in writing its election to purchase any of the Offered Shares to the Selling Non-Investor Shareholder and the Investors, which communication shall state the number of Offered Shares that the Company desires to purchase and the number of Offered Shares, if any, remaining for purchase by the Investors pursuant to Section (c) below, and shall be given within 10 days of the date the Offer was made. (c) If the Company does not elect to purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”)time period specified above, then the other Stockholders each Investor shall have the right to purchase that number of remaining Offered Shares as shall be equal to the number of such remaining Offered Shares multiplied by a 30-day rightfraction, beginning on the day after numerator of which shall be the expiration number of Shares which each such Investor owns or has the right to acquire upon the exercise of options or warrants which are then exercisable, and the denominator of which shall be the aggregate number of Shares which all of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing Investors who elect to purchase the Offered SharesShares own or have the right to acquire upon the exercise of options or warrants which are then exercisable. Upon The amount of such Offered Shares that each Investor is entitled to purchase under this Section 3(c) shall be referred to as its "Pro Rata Fraction." (d) The Investors shall have a right of oversubscription such that if any Investor fails to accept the expiration Offer as to its full Pro Rata Fraction, the remaining Investors shall, among them, have the right to purchase up to the balance of the Second Option Period or remaining Offered Shares not so purchased. The Investors may exercise such right of oversubscription by accepting the express rejection Offer for the remaining Offered Shares as to more than their Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of the Offered Shares available in respect of such oversubscription privilege, the oversubscribing Investors shall be cut back with respect to over subscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (e) Those Investors who desire to purchase all of the remaining Offered Shares shall communicate in writing their election to purchase to the Selling Non-Investor Shareholder, which communication shall state the number of remaining Offered Shares which each such Investor desires to purchase and shall be provided to the Selling Non-Investor Shareholder within 15 days of the date the Offer by both was made. Such communication, together with the communication of the Company specified above, shall, when taken in conjunction with the Offer and subject to the condition that the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell Investors agree in the aggregate to purchase no less than all of the Offered Shares, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. Sales of such Offered Shares to be sold to the Proposed Transferee Company and the Investors pursuant to this Section 3 shall be made at the offices of the Company within 30 days following the date the Offer was made. (f) If the Company and the Investor Shareholders do not purchase all of the Offered Shares, all, but not fewer than all, of the Offered Shares may be sold by the Selling Non- Investor Shareholder at any time within 90 120 days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining If the Offered Shares are not sold within such 90-120- day period period, they shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23, and may not be transferred except in compliance with the provisions of this Section 3. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If at any time a the Stockholder (a “Selling Stockholder”) desires to sell or otherwise transfer for cash all or any part of his Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder shall submit a written offer (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Shares (the “"Offered Shares”") to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. (b) If . The Offer shall further state that the Company does may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein; provided, however, that if the number of Offered Shares is 25,000 -------- ------- Shares (appropriately adjusted to reflect stock splits, stock dividends and other similar actions affecting the number of issued and outstanding Shares) or fewer, then the Offer may state, at the option of the Stockholder, that if the Company or any Investor is to acquire any of the Offered Shares, then the Company and/or the Investors, as a combined group, must acquire all such Offered Shares. W within fifteen (15) days after receipt of the Offer, the Company shall give notice to the holder of its intent to purchase all or any portion of the Offered Shares on the terms and conditions as set forth in the Offer. If, for any reason whatsoever, the Company shall not exercise its right to purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”)as provided herein, then each of the other Stockholders Investors shall have a 30-day right, beginning on the day after the expiration of the Option Period, right to purchase all such Offered Sharespurchase, on the same terms and conditions disclosed set forth in the Offer (the “Second Option Period”)Offer, on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all that portion of the Offered Shares which the Company shall not have agreed to purchase from the Stockholder (all such remaining shares being referred to as the "Remaining Offered Shares") subject to the Proposed Transferee 25,000 aggregate Share minimum share purchase requirement above (if applicable). (b) Each Investor shall have the absolute right to purchase that number of Remaining Offered Shares as shall be equal to the number of Remaining Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such Investor and the denominator of which shall be the aggregate number of Shares then owned by all of the Investors. For purposes of Sections 3, 4 and 10, all of the Stock which a Investor has the right to acquire from the Company upon the conversion, exercise or exchange of any of the securities of the Company then owned by such Investor shall be deemed to be Shares then owned by such Investor. (The amount of Remaining Offered Shares that each Investor is entitled to purchase under this Section 3(b) shall be referred to as its "Pro Rata Fraction"). (c) The Investors shall have a right of oversubscription such that if any Investor fails to accept the Offer as to its Pro Rata Fraction, the other Investors shall, among them, have the right to purchase up to the balance of the Remaining Offered Shares not so purchased. Such right of oversubscription may be exercised by a Investor by accepting the Offer as to more than its Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Remaining Offered Shares available in respect of such oversubscription privilege, the oversubscribing Investors shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) If a Investor desires to purchase all or any part of the Remaining Offered Shares, said Investor shall communicate in writing its election to purchase to the Stockholder, which communication shall state the number of Remaining Offered Shares said Investor desires to purchase and shall be given to the Stockholder in accordance with Section 9 below within thirty days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Remaining Offered Shares (subject to the aforesaid limitations as to a Investor's right to purchase more than its Pro Rata Fraction). Sales of the Remaining Offered Shares to be sold to purchasing Investors pursuant to this Section 3 shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by the Stockholder's delivery to each purchasing Investor of a certificate or certificates evidencing the Remaining Offered Shares to be purchased by it, duly endorsed for transfer to such purchasing Investor, against payment to the Stockholder of the purchase price therefor by such purchasing Investor. (e) If the Investors do not purchase all of the Remaining Offered Shares, the Remaining Offered Shares not so purchased may be sold by the Stockholder at any time within 90 days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23. If Remaining Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser Investor who is not a party to this Agreement, the purchaser of such Remaining Offered Shares so sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to the provisions of this Agreement, including, without limitation, . (f) The Investors' right of first refusal provided in this Section 3 shall not apply with respect to sales of Shares to the provisions of Article IICompany.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder Non-Investor Shareholder (a “"Selling Stockholder”Non-Investor Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Non-Investor Shareholder shall submit a written offer (the “"Offer”), ") by delivering the Offer to the Company and other Shareholders (the other Stockholders, "Participating Shareholders") to sell such Shares (the “"Offered Shares”") to the Company Participating Shareholders on the terms and conditions, including price, not less favorable than those on which that the Selling Stockholder Non-Investor Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderNon-Investor Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Participating Shareholders may acquire in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) if all such Offered Shares are not purchased by the Participating Shareholders, the Participating Shareholders who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 4 hereof. (b) Each Participating Shareholder shall have the right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares which any such Participating Shareholder owns and the denominator of which shall be the aggregate number of Shares owned by the Participating Shareholders who elect to purchase the Offered Shares . The amount of such Offered Shares that each Participating Shareholder is entitled to purchase under this Section 3 shall be referred to as its "Pro Rata Fraction." (c) The Participating Shareholders shall have a right of oversubscription such that if any party fails to accept the Offer as to his or its full Pro Rata Fraction, the remaining Participating Shareholders shall, among them, have the right to purchase up to the balance of the remaining Offered Shares not so purchased. The Participating Shareholders may exercise such right of oversubscription by accepting the Offer for the remaining Offered Shares as to more than their Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of the Offered Shares available in respect of such oversubscription privilege, the oversubscribing Participating Shareholders shall be cut back with respect to over- subscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) Those Participating Shareholders who desire to purchase all or any part of the Offered Shares shall communicate in writing their election to purchase to the Selling Non-Investor Shareholder, which communication shall state the number of remaining Offered Shares such parties desire to purchase and shall be provided to the Selling Non-Investor Shareholder within 10 days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares (subject to the aforesaid limitations as to the right of the Participating Shareholders to purchase more than their Pro Rata Fraction). Sales of such Offered Shares to be sold to the Participating Shareholders pursuant to this Section 3 shall be made at the offices of the Company within 60 days following the date the Offer was made. (e) If the Company does Participating Shareholders do not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”)all, on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholdersbut not fewer than all, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to may be sold by the Proposed Transferee Selling Non-Investor Shareholder at any time within 90 60 days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining If the Offered Shares are not sold within such 9060-day period period, they shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23, and may not be transferred except in compliance with the provisions of this Section 3. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement. (f) If Offered Shares are sold pursuant to this Section 3 to any purchaser who is not a party to this Agreement, including, without limitation, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of Article IIthis Agreement.

Right of First Refusal on Dispositions. (a) The Optionee will not sell, assign, transfer, pledge, hypothecate, give away or in any other manner dispose of or encumber, whether voluntarily or by operation of law, any of the Exercised Shares until the expiration of the Repurchase Option set forth in Section 12 and thereafter unless and until the Optionee shall have complied with the provisions of this Section 14. (b) If at any time a Stockholder (a “Selling Stockholder”) the Optionee desires to sell or otherwise transfer all or any part of his Exercised Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Optionee shall submit a written offer (the “"Offer”"), by delivering the Offer to the Company and the other StockholdersCompany, to sell such Exercised Shares (the “"Offered Shares”") to the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder Optionee proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Exercised Shares owned by the Selling StockholderOptionee, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The offer shall further state that the Company may acquire, in accordance with the provisions of this Option Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein. (bc) The Company shall communicate in writing to the Optionee its election to (i) purchase all or any part of the Offered Shares or (ii) assign its rights hereunder to any other shareholder of the Company, which communication shall be provided to the Optionee within 20 days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. Sales of such Offered Shares to be sold to the Company or its assignee pursuant to this Section 14 shall be made at the offices of the Company within 60 days following the date the Offer was made. (d) If the Company does not purchase all or any part of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the such remaining Offered Shares to may be sold by the Proposed Transferee Optionee at any time within 90 120 days after such time, subject to the provisions of Section 2.3date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period within (e) The first refusal rights of the Company set forth above shall again be subject to remain in effect until the requirements consummation of a prior offer pursuant to this Section 2.2. Liquidity Event. (f) If Offered any purported transfer of Exercised Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject made or attempted contrary to the provisions of this AgreementSection 14, including, without limitationsuch purported transfer shall be null and void. In addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by actions for specific performance (to the extent permitted by law) and may refuse to recognize any such transferee as one of its shareholders for any purpose, including without limitation for purposes of dividend and voting rights, until all applicable provisions of Article IIthis Section 14 have been complied with.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) desires you desire to sell for cash any or otherwise transfer all or any part of his the Option Shares pursuant to a bona fide offer from a third party other than the Company (the “"Proposed Transferee”"), the Selling Stockholder you shall submit a written offer (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Option Shares (the “"Offered Shares”") to the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder proposes you propose to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) If the Company desires to purchase all or any part of the Offered Shares, the Company shall communicate to you in writing its election to purchase, which communication shall state the number of Offered Shares the Company desires to purchase and shall be delivered in person or mailed to you within ten days of the date of the Offer. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, binding and enforceable agreement for the sale and purchase of the Offered Shares. The closing for the purchase by the Company of such Offered Shares pursuant to the provisions of this Section 10 shall take place at the offices of the Company on the date specified in the Company's written notice to you which date shall be a business day not later than 60 days after the date the Offer is received by the Company. At such closing, you will deliver to the Company a certificate or certificates evidencing the Offered Shares (or any portion thereof) to be purchased by it, duly endorsed for transfer to the Company, against payment to you of the purchase price therefor by the Company. (c) If the company does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee not so purchased may be sold by you at any time within 90 days six (6) months after such time, subject to the provisions of Section 2.3date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90six-day month period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.210. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party 10, the Offered Shares so sold shall no longer be subject to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder Non-Investor Shareholder (a “"Selling Stockholder”Non-Investor Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Non-Investor Shareholder shall submit a written offer (the “"Offer”), ") by delivering the Offer to the Company and the other Stockholders, Investors to sell such Shares (the “"Offered Shares”") to on the Company on terms and conditions, including price, not less favorable than those on which that the Selling Stockholder Non-Investor Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderNon-Investor Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Investors may acquire in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) if all such Offered Shares are not purchased by the Investors, the Investors who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 4 hereof. (b) If Each Investor shall have the Company does not right to purchase all that number of the Offered Shares within 30 days after receipt as shall be equal to the number of notice Offered Shares multiplied by a fraction, the numerator of an Offer (which shall be the “Option Period”), then number of Shares which any such Investor owns and the other Stockholders denominator of which shall have a 30-day right, beginning on be the day after the expiration aggregate number of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing the Investors who elect to purchase the Offered Shares. Upon The amount of such Offered Shares that each Investor is entitled to purchase under this Section 3 shall be referred to as its "Pro Rata Fraction." (c) The Investors shall have a right of oversubscription such that if any party fails to accept the expiration Offer as to his or its full Pro Rata Fraction, the remaining Investors shall, among them, have the right to purchase up to the balance of the Second Option Period or remaining Offered Shares not so purchased. The Investors may exercise such right of oversubscription by accepting the express rejection Offer for the remaining Offered Shares as to more than their Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of the Offered Shares available in respect of such oversubscription privilege, the oversubscribing Investors shall be cut back with respect to over-subscriptions on a pro rata basis in accordance with their respective Pro Rata Fraction or as they may otherwise agree among themselves. (d) Those Investors who desire to purchase all or any part of the Offered Shares shall communicate in writing their election to purchase to the Selling Non-Investor Shareholder, which communication shall state the number of remaining Offered Shares such parties desire to purchase and shall be provided to the Selling Non-Investor Shareholder within, thirty (30) days of the date the Offer by both was made. Such communication, together with the communication of the Company specified above, shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and other Stockholdersenforceable agreement for the sale and purchase of such Offered Shares (subject to the aforesaid limitations as to the right of the Investors to purchase more than their Pro Rata Fraction). Sales of such Offered Shares to be sold, whichever occurs earlier, to the Selling Stockholder may sell Investors pursuant to this Section 3 shall be made at the offices of the Company within sixty (60) days following the date the Offer was made. (e) If the Investors do not offer to purchase all of the Offered Shares, all, but not fewer than all, of the Offered Shares to may be sold by the Proposed Transferee Selling Non-Investor Shareholder at any time within 90 120 days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining If the Offered Shares are not sold within such 90120-day period period, they shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23, and may not be transferred except in compliance with the provisions of this Section 3. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement. (f) If Offered Shares are sold pursuant to this Section 3 to any purchaser who is not a party to this Agreement, including, without limitation, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of Article IIthis Agreement.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a the “Selling Stockholder”) desires to sell or otherwise transfer Transfer all or any part of his Shares Shares, pursuant to a bona fide offer from a third party (the “Proposed Transferee”), the Selling Stockholder shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, to sell such Shares (the “Offered Shares”) first to the Company on terms (or the Company’s designee) and conditions, including price, not less favorable than those on which second to any of the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transfereeother Stockholders. The Offer shall disclose the identity identify of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company (or the Company’s designee) may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price, and upon the terms and conditions set forth therein, and (ii) that if all such Offered Shares are not purchased by the Company (or the Company’s designee), any of the other Stockholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares not purchased by the Company (or the Company’s designee) (the “Available Offered Shares”). Any shares acquired by the other Stockholders shall be acquired for the purchase price payable by the Company pursuant to this Section 3(a) and upon the other terms and conditions set forth therein. (b) Within fifteen (15) days of the date the Offer was made, the Company shall submit a written response (the “Company Response”) to the Selling Stockholder and the other Stockholders indicating (i) whether the Company (or the Company’s designee) elects to purchase any of the Offered Shares and (ii) the number of Offered Shares, if any, the Company (or the Company’s designee) desires to purchase. The Company Response shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares indicated in the Company Response. Sales of such Offered Shares to be sold to the Company (or the Company’s designee) pursuant to this Section 3(b) shall be made at the offices of the Company within thirty (30) days following the date the Offer was made. Any purchase of Shares by the Company pursuant to this Section 3(b) shall require the approval of a majority of the Board of Directors of the Company; provided, however, that if the Selling Stockholder is also a director of the Company, such Selling Stockholder shall not be entitled to vote to approve or disapprove the Company’s purchase of the Shares pursuant to the first clause of this sentence and the approval of a majority of the other members of the Board of Directors shall be required to approve such purchase. (c) If any one or more of the other Stockholders (individually, a “Responding Other Stockholder” and collectively the “Responding Other Stockholders”) shall desire to purchase all or any part of the Available Offered Shares (which amount shall not exceed an individual Responding Other Stockholder’s Pro Rata Fraction (as such term is defined below) in the event that there is more than one Responding Other Stockholder), such Responding Other Stockholder shall communicate in writing such election to purchase to the Selling Stockholder, which communication shall state the number of Available Offered Shares such Responding Other Stockholder desires to purchase and shall be provided to the Selling Stockholder within thirty (30) days of the date the Offer was made or within fifteen (15) days of the date of the Company Response, whichever period is shorter. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Available Offered Shares. Sales of such Available Offered Shares to be sold to a Responding Other Stockholder pursuant to this Section 3 shall be made at the offices of the Company within forty-five (45) days following the date the Offer was made or within fifteen (15) days following the date of the purchase of Shares by the Company (or the Company’s designee) pursuant to Section 3(b), whichever period is shorter. (d) Each Responding Other Stockholder shall have the right to purchase that number of Available Offered Shares as shall be equal to the number of Available Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares (on a fully diluted basis) then owned by such Responding Other Stockholder and the denominator of which shall be the aggregate number of Shares (on a fully diluted basis) then owned by all of the Responding Other Stockholders who elect to purchase the Available Offered Shares. The amount of the Available Offered Shares that each Responding Other Stockholder is entitled to purchase under this Section 3(d) shall be referred to as the Responding Other Stockholder’s “Pro Rata Fraction.” (e) Each Responding Other Stockholder shall have a right of oversubscription such that if any of the Stockholders (as the case may be) fail to accept the Offer as to his or its full Pro Rata Fraction, the remaining other Stockholders shall, among them, have the right to purchase up to the balance of such Available Offered Shares not so purchased. The Responding Other Stockholders may exercise such right of oversubscription by accepting the Offer as to more than their Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Available Offered Shares in respect of such oversubscription privilege, the oversubscribing Responding Other Stockholders (as the case may be) shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (f) Notwithstanding anything set forth in this Section 3 to the contrary, the Responding Other Stockholders in their response may designate the Company or any other Stockholder of the Company as a substitute purchaser who will purchase, in lieu of the Responding Other Stockholders, all or a portion which, together with the Shares purchased by the Responding Other Stockholders, equals all of the Available Offered Shares on the same terms and conditions and at the same price as set forth in the Offer, and the Selling Stockholder shall sell the Available Offered Shares to the Company or to such other designated person, as the case may be. (g) If the Company does and any of the Stockholders or their designees pursuant to this Section 3 do not elect to purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer Shares not purchased may be sold by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 thereafter up to one hundred twenty (120) days after such time, subject to the provisions of Section 2.3date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining If the Offered Shares are not sold within such 90120-day period period, such Offered Shares shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) Securityholder desires to sell or otherwise transfer for cash all or any part of his Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Securityholder shall submit a written offer (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Shares (the “"Offered Shares”") to the Company Purchasers on terms and conditions, including price, not less favorable to the Purchasers than those on which the Selling Stockholder Securityholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderSecurityholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Purchasers may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) Each Purchaser shall have the absolute right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such Purchaser and the denominator of which shall be the aggregate number of Shares then owned by all of the Purchasers. For purposes of Sections 3, 4 and 12, all of the Stock which a Purchaser has the right to acquire from the Company upon the conversion, exercise or exchange of any of the securities of the Company then owned by such Purchaser shall be deemed to be Shares then owned by such Purchaser. (The amount of Offered Shares that each Purchaser is entitled to purchase under this Section 3(b) shall be referred to as its "Pro Rata Fraction"). (c) The Purchasers shall have a right of oversubscription such that if any Purchaser fails to accept the Offer as to its Pro Rata Fraction, the other Purchasers shall, among them, have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of oversubscription may be exercised by a Purchaser by accepting the Offer as to more than its ProRata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Purchasers shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) If a Purchaser desires to purchase all or any part of the Offered Shares, said Purchaser shall communicate in writing its election to purchase to the Securityholder, which communication shall state the number of Offered Shares said Purchaser desires to purchase and shall be given to the Securityholder in accordance with Section 11 below within thirty days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares (subject to the aforesaid limitations as to a Purchaser's right to purchase more than its Pro Rata Fraction). Sales of the Offered Shares to be sold to purchasing Purchasers pursuant to this Section 3 shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by the Securityholder's delivery to each purchasing Purchaser of a certificate or certificates evidencing the Offered Shares to be purchased by it, duly endorsed for transfer to such purchasing Purchaser, against payment to the Securityholder of the purchase price therefor by such purchasing Purchaser. (e) If the Company does Purchasers do not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to not so purchased may be sold by the Proposed Transferee Securityholder at any time within 90 days after such timethe date the Offer was made, subject to the provisions of Section 2.3Sections 4, 5 and 6. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares so sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to the provisions of this Agreement, including, without limitation, . (f) The Purchasers' right of first refusal provided in this Section 3 shall not apply with respect to sales of Shares to the provisions of Article IICompany or transfers permitted pursuant to Section 2(a)(i) or (ii).

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) desires to sell or otherwise transfer Sell all or any part of his Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder shall submit a written offer (the “"Offer”"), by delivering the Offer to the Company and the other Stockholdersin accordance with Section 11 of this Agreement, to sell Sell such Shares (the “"Offered Shares”") to the Company on terms and conditions, including priceprice per Share, not less favorable to the Company than those on which the Selling Stockholder proposes to sell Sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be soldSold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including priceprice per Share, of the proposed saleSale, and any other material facts relating to the proposed saleSale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. If the consideration to be paid by the Proposed Transferee is anything other than cash, the Company, at its option, may purchase the Offered Shares for the cash equivalent of such non-cash consideration. (b) If the Company desires to purchase all or any part of the Offered Shares, the Company shall communicate in writing its election to purchase to the Stockholder, which communication shall state the number of Offered Shares the Company desires to purchase and shall be given to the Stockholder in accordance with Section 11 below within thirty days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the Sale and purchase of such Offered Shares. Sales of the Offered Shares pursuant to this Section 3 shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such Sales shall be effected by the Stockholder's delivery to the Company of a certificate or certificates evidencing the Offered Shares to be purchased by it, duly endorsed for transfer to the Company, against payment to the Stockholder of the purchase price therefor by the Company. (c) If the Company does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to not so purchased may be Sold by the Proposed Transferee Stockholder at any time within 90 days after such timethe date the Offer was made, subject to the provisions of Section 2.3Sections 4, 5 and 6. Any such sale Sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold Sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23. If Offered Shares are sold Sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares so Sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to the provisions of this Agreement, includingbut shall remain subject, without limitationif applicable by their terms, to the provisions Third Amended and Restated Registration Rights Agreement and the Class B Stock Purchase Agreement dated July 12, 1996 and the Class F Stock Purchase Agreement of Article IIeven date herewith, as the case may be.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder Management Shareholder (a “"Selling Stockholder”Management Shareholder") desires to sell or otherwise transfer all or any part of his Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Management Shareholder shall submit a written offer (the “"Offer”), ") by delivering the Offer to the Company and the other StockholdersInvestors, to sell such Shares (the “"Offered Shares”") to the Company and the Investors on terms and conditions, including price, not less favorable than those on which the Selling Stockholder Management Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderManagement Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company and the Investors may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii) that if all such Offered Shares are not purchased by the Company and the Investors, the Investors who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 4 hereof. (b) The Company shall have the right to purchase the Offered Shares. If the Company desires to purchase all or any part of the Offered Shares, it shall communicate in writing its election to purchase any of the Offered Shares to the Selling Management Shareholder and the Investors, which communication shall state the number of Offered Shares that the Company desires to purchase and the number of Offered Shares, if any, remaining for purchase by the Investors pursuant to Section (c) below, and shall be given within 20 days of the date the Offer was made. (c) If the Company does not elect to purchase all of the Offered Shares within 30 days after receipt of notice of an Offer the time period specified above, each Investor shall have the right to purchase that number of (the “Option Period”), then the other Stockholders d) The Investors shall have a 30-day rightright of oversubscription such that if any Investor fails to accept the Offer as to its full Investor Pro Rata Fraction, beginning on the day after remaining Investors shall, among them, have the expiration right to purchase up to the balance of the Option Periodremaining Offered Shares not so purchased. Other Investors may exercise such right of oversubscription by accepting the Offer for the remaining Offered Shares as to more than their Investor Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of the Offered Shares available in respect of such oversubscription privilege, the oversubscribing Investors shall be cut back with respect to over subscriptions on a pro rata basis in accordance with their respective Investor Pro Rata Fractions or as they may otherwise agree among themselves. (e) Those Investors who desire to purchase all or any part of the remaining Offered Shares shall communicate in writing their election to purchase to the Selling Management Shareholder, which communication shall state the number of remaining Offered Shares said Investors desire to purchase and shall be provided to the Selling Management Shareholder within 30 days of the date the Offer was made. Such communication, together with the communication of the Company specified above, shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares, on Shares (subject to the terms and conditions disclosed in aforesaid limitations as to the Offer (right of the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing Investors to purchase the more than their Pro Rata Fraction). Sales of such Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both Shares to be sold to the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell Investors pursuant to this Section 3 shall be made at the offices of the Company within 60 days following the date the Offer was made. (f) If the Company and the Investors do not purchase all of the Offered Shares, the remaining Offered Shares to may be sold by the Proposed Transferee Selling Management Shareholder at any time within 90 120 days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90120-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If If, other than pursuant to a Transfer permitted under Section 2 hereof, at any time a Stockholder (a “Selling Stockholder”) Share- holder desires to sell or otherwise transfer Transfer all or any part of his or its Shares pursuant (a “Selling Shareholder”) pur- suant to a bona fide offer from a third party (the “Proposed Transferee”), the Selling Stockholder Share- holder shall submit a written offer (the “Offer”), ) by delivering the Offer to the Company Investors and the other Stockholders, Company to sell such Shares (the “Offered Shares”) first to the Investors and second to the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderShareholder, the terms and conditions, including price, price of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Investors may acquire, in accor- dance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and condition set forth therein; (ii) that if the Investors elect to purchase some but not all of such Offered Shares, the Company shall acquire any such Offered Shares not purchased by the Investors (the “Available Offered Shares”) on the same terms and condi- tions; and (iii) if all such Offered Shares are not purchased by the Investors and the Company, the Investors may exercise their rights provided pursuant to Section 4 hereof. (b) If Each Investor shall have the Company does not right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock then owned by such Investor (including shares issuable upon conversion of Series A Preferred Stock and/or Series B Preferred Stock held by such person, and calculated as if all outstanding shares of Series A Preferred Stock and Series B Preferred Stock had been converted to Common Stock) and the denominator of which shall be the aggregate number of shares of Common Stock (including shares issuable upon conver- sion of Series A Preferred Stock and/or Series B Preferred Stock, and calculated as if all out- standing shares of Series A Preferred Stock and Series B Preferred Stock had been converted to Common Stock) then owned by all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing Investors who elect to purchase the Offered Shares. Upon The amount of such Offered Shares that each Investor is entitled to purchase under this Section 3(b) shall be referred to as its “Pro Rata Fraction.” (c) The Investors shall have a right of oversubscription such that, if any Investor fails to accept the expiration Offer as to its full Pro Rata Fraction, the remaining Investors shall, among them, have the right to purchase up to the balance of such Offered Shares not so purchased. Other Investors may exercise such right of oversubscription by accepting the Offer as to more than their Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of the Second Option Period Offered Shares available in respect of such oversubscription privilege, the oversubscribing Investors shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or the express rejection as they may otherwise agree among themselves. (d) Those Investors who shall desire to purchase all or any part of the Offer by both Offered Shares shall com- municate in writing such election to purchase to the Selling Shareholder, which communica- tion shall state the number of Offered Shares said Investor desires to purchase and shall be provided to the Selling Shareholder and the Company and other Stockholders, whichever occurs earlierwithin 20 days of the date the Offer was made (collectively, the Selling Stockholder may sell “Investors’ Response”). Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. Sales of such Offered Shares to be sold to the Investors pursuant to this Section 3 shall be made at the offices of the Company within 45 days following the date the Offer was made. (e) If the Investors do not elect to purchase all of the Offered Shares, then the Company may pur- chase all or any part of the Available Offered Shares, and it shall communicate in writing such commitment to purchase to the Selling Shareholder, which communication shall state the number of Available Offered Shares the Company will purchase, and shall be provided to the Selling Shareholder within 35 days of the date the Offer was made or within 15 days of the date of the Investors’ Response, whichever period is shorter. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Available Offered Shares. Sales of such Available Offered Shares to be sold to the Proposed Transferee Company pursuant to this Section 3 shall be made at the offices of the Company within 45 days following the date the Offer was made or within 25 days following the date of the Investors’ Response, whichever period is shorter. Any purchase of Shares by the Company pursuant to this Section 3(e) shall require the ap- proval of a majority of the Board of Directors of the Company; provided, however, that if the Selling Shareholder is also a director of the Company (or otherwise affiliated with a director because the person also serves as a general partner or executive officer of a Shareholder), such Selling Shareholder shall not be entitled to vote to approve or disapprove the Company purchase of the Shares pursuant to the first clause of this sentence, and the approval of a ma- jority of the other members of the Board of Directors shall be required to approve such pur- chase. (f) If the Company and the Investors do not elect to purchase all of the Offered Shares, the Of- fered Shares may be sold by the Selling Shareholder at any time within 90 days after such time, subject to the provisions of Section 2.3date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee Trans- feree than those specified in the Offer. Any remaining The balance of any Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart counter- part of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Of- fered Shares sold to such purchaser shall continue to be subject to the voting provisions of this Agreement, including, without limitation, the provisions of Article IIset forth in Section 6 hereof.

Right of First Refusal on Dispositions. Subject to Section 2 hereof: (a) If at any time a Stockholder Current Shareholder (a “Selling Stockholder”"SELLING SHAREHOLDER") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”"PROPOSED TRANSFEREE"), the Selling Stockholder Shareholder shall submit a provide written offer notice (the “Offer”), by delivering the Offer "NOTICE") to the Company and the other Stockholders, to sell such Shares (the “Offered Shares”) to the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed TransfereeInvestors. The Offer Notice shall disclose the identity of the Proposed Transferee, the number of Offered such Shares proposed to be soldsold (the "OFFERED SHARES"), the total number of Shares owned by the Selling StockholderShareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. (b) The Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions set forth in the Notice by delivering written notice to the Selling Stockholder within fifteen (15) business days after the Notice is deemed to have been received by it. (c) In the event the Company does not exercise its option within such 15 business day period to purchase all of the Offered Shares, each Investor shall have the right to purchase, for the price and upon the terms and conditions set forth in the Notice, provided, however, each Investor shall be allowed to pay cash equal to the fair market value, as determined in good faith by the Board of Directors, of any non-cash consideration described in the Notice, that portion of the remaining Offered Shares (the "Available Shares") equal to the product obtained by multiplying (A) the number of Available Shares by (B) a fraction, the numerator of which is the number of shares of Common Stock owned by such Investor (assuming the conversion of all Series A Preferred Stock), and the denominator of which is the number of shares of Common Stock owned in the aggregate by all the Preferred Holders (assuming the conversion of all Series A Preferred Stock). (d) If any Investor desires to purchase all or part of such Investor's PRO RATA portion of the Available Shares, such Investor shall communicate in writing its election to purchase to the Selling Shareholder, which communication shall state the number of Available Shares such Investor desires to purchase (including whether or not it desires to purchase any Available Shares not purchased by other Investors) and shall be provided to the Selling Shareholder within fifteen (15) business days after the lapse of the 15 business day period in Section 3(b). Such communication shall, when taken in conjunction with the Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Available Shares. To the extent any of the Investors elects not to purchase the full number of shares it is entitled to purchase pursuant to Section 3(c), each other Investor's rights to purchase shall be increased PRO RATA based on the number of shares each Preferred Holder has elected to purchase hereunder by the number of shares owned by all other Investors electing to purchase shares hereunder (assuming the conversion of all Series A Preferred Stock). (e) Sales of such Offered Shares to be sold to the Company and/or Investors pursuant to this Section 3 shall be made at the offices of the Company within sixty (60) days following the date of the Notice; provided, however, that such closing may be extended as to any Investor for purposes of obtaining any necessary governmental approvals. (f) If the Company does and the Investors do not purchase all of the Offered Shares within 30 days (after receipt of notice of an Offer (giving effect to the “Option Period”over-allotment option in Section 3(d) above), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder Shareholder may sell all or any portion of the Offered Shares to the Proposed Transferee at any time within 90 ninety (90) days after such timethe date of the Notice, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the OfferNotice. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, Agreement as if such purchaser was a Current Shareholder. (g) The exercise or non-exercise of the provisions rights of Article IIthe Investors under this Section 3 to purchase Available Shares in one or more transfers made by a Selling Shareholder shall not adversely affect their rights to participate in subsequent transfers by a Selling Shareholder subject to this Section 3.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) any Investor desires to sell or otherwise transfer all or any part of his Shares pursuant such Investor's Securities to a bona fide offer from a third party (the “"Proposed Transferee”"), such Investor ("Selling Investor") shall first submit to the Selling Stockholder shall submit Majority Shareholder and the Company (i) a bona fide written offer from the Proposed Transferee to purchase such Securities (which, upon acceptance by such Investor, would constitute a legally binding obligation) and (ii) a written offer from the Selling Investor (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Shares Securities (the “"Offered Shares”Securities") to the Majority Shareholder and the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder Investor proposes to sell such Offered Shares Securities to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares Securities proposed to be sold, the total number of Shares Securities owned by the Selling StockholderInvestor, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed salesale and shall include a copy of the Offer to purchase from the Proposed Transferee. The Offer shall further state that the Majority Shareholder and the Company may acquire, in accordance with the provisions of this Agreement, all, but not less than all, of the Offered Securities for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) If the Majority Shareholder and/or the Company does desires to purchase all, but not less than all, of the Offered Securities, the Majority Shareholder and/or the Company, as applicable, shall communicate in writing its election to purchase to the Selling Investor within fifteen (15) days of the date the Offer was made to the Majority Shareholder and the Company. Such communications shall, when taken in conjunction with the Offer, be deemed to constitute valid, legally binding and enforceable agreement(s) for the sale and purchase of such Offered Securities. (c) If the Majority Shareholder and/or the Company elects to purchase the Offered Securities, the sales of such Offered Securities to the Majority Shareholder and/or the Company, as applicable, pursuant to this Section 2.4 shall be made at the offices of the Company or counsel to the Company on the 30th day following the date the Offer was made pursuant to subsection (a) above (or if such day is not a business day, then on the next succeeding business day). Such sale shall be effected by the Selling Investor's delivery to the Majority Shareholder and/or the Company, as applicable, of certificates or other instruments evidencing the Offered Securities to be purchased by it, duly endorsed for transfer, against payment to the Selling Investor of the purchase price therefor by the Majority Shareholder and/or the Company, as applicable. (d) If neither the Majority Shareholder nor the Company elects to purchase all of the Offered Shares Securities, the Offered Securities may be sold by the Selling Investor at any time within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in date the Offer was accepted, rejected or lapsed pursuant to subsection (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 days after such time, subject to the provisions of Section 2.3b) above. Any such sale shall be to the Proposed Transferee, Transferee and at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares Securities not sold within such 9030-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered Shares 2.4. (e) The Majority Shareholder's and the Company's right of first refusal provided in this Section 2.4 shall not apply (i) in conjunction with the sale of the Company to an unaffiliated third party whether by merger, consolidation or sale of stock in a transaction in which the Majority Shareholder's shares are also sold or transferred; or (ii) in conjunction with a public offering pursuant to this Section 2.2 an effective registration statement under the Act. (f) If an Investor is subject to a transfer of his, her or its Securities by any purchaser who bankruptcy or insolvency law or proceeding, any divorce proceeding or otherwise by operation of law (other than by death), or if any transfer of Securities is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject made or attempted contrary to the provisions of this Agreement, includingthe Majority Shareholder and the Company will have the right to purchase any or all of such Securities from the Investor, without limitationhis, her or its legal representative or transferees at any time before or after the provisions transfer, at the price, if any, paid for or proposed to be paid for such Securities or for fair market value as determined under subsection (g), whichever is less. (g) The fair market value of Article IIthe Securities subject to purchase pursuant to subsection (f) will be jointly determined by the seller and the Majority Shareholder and the Company, as applicable, who elect to purchase, or if they are unable to agree, by such other appraiser as the seller and the Majority Shareholder and the Company, as applicable, may jointly choose. The seller shall bear all of the fees and expenses arising out of the appraisal. (h) The agreements set forth in this Section 2.4 shall terminate and be of no further force or effect when the sale of Securities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder any Investor other than Bain or Summit (a the “Selling StockholderInvestor”) desires to sell or otherwise transfer all or any part of his his, her or its Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”), other than sales subject to the provisions of Section 5 or Section 10 hereof, such Selling Stockholder shall Investor shall, following the receipt of the prior written consent of the Requisite Preferred Investors, submit a written offer (the “Offer”), by delivering the Offer ) to the Company and to the Investors other Stockholdersthan the Selling Investor (the “Offerees”), to sell such Shares (the “Offered Shares”) to the Company and the Offerees on terms and conditions, including price, not less favorable than those on which the such Selling Stockholder Investor proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the such Selling StockholderInvestor, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein, (ii) if all such Offered Shares are not purchased by the Company, the Offerees may purchase any of the Offered Shares not purchased by the Company for the price and upon the other terms and conditions set forth therein, and (iii) if all of the Offered Shares are not purchased by the Company and the Offerees, the Major Investors may exercise their rights provided pursuant to Section 4 hereof. (b) If The Company has fifteen (15) business days to accept the Offer. In the event that (i) the Company does not give notice within fifteen (15) business days of receipt of the Offer of its intention to purchase all of the Offered Shares within 30 days after receipt of or (ii) gives notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell Investor of its intention to acquire less than all of the Offered Shares Shares, the Company and the Selling Investor shall give notice to the Proposed Transferee at any time within 90 days after such timeOfferees (a “Offeree Notice”), subject each Offeree shall have the right to purchase that number of Offered Shares not purchased by the Company as shall be equal to the provisions number of Section 2.3. Any such sale Offered Shares multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock (on an as converted, as exercised basis) then owned by such Offeree and the denominator of which shall be the aggregate number of shares of Common Stock (on an as converted, as exercised basis) then owned by all of the Offerees. The amount of such Offered Shares that each Offeree is entitled to purchase under this Section 3(b) shall be referred to as its “Pro Rata Fraction.” Notwithstanding anything herein to the Proposed Transfereecontrary, at not less than in the price and upon other terms and conditionsevent that, if anynot for this sentence, Summit’s Pro Rata Fraction would be greater than Xxxx’x Pro Rata Fraction, the Investor’s respective Pro Rata Fraction shall be calculated as if Bain owned the same number of shares of Common Stock (on an as converted, as exercised basis) as Summit; provided that, with respect to such calculation, Summit’s ownership of any shares of Series E Preferred Stock (or Common Stock issuable upon conversion thereof) shall not more favorable be counted for purposes of determining Xxxx’x new Pro Rata Fraction. (c) The Offerees shall have a right of oversubscription such that if any Offeree fails to accept the Offer as to its full Pro Rata Fraction, the remaining Offerees shall, among them, have the right to purchase up to the Proposed Transferee than those specified in balance of the Offer. Any remaining Offered Shares not sold within so purchased. The Offerees may exercise such 90-day period shall again be subject to right of oversubscription by accepting the requirements of a prior offer pursuant to this Section 2.2. If Offer for the remaining Offered Shares are sold pursuant as to this Section 2.2 to any purchaser who is not more than their Pro Rata Fraction. If, as a party to this Agreementresult thereof, such oversubscriptions exceed the total number of the Offered Shares available in respect of such oversubscription privilege, the purchaser oversubscribing Investors shall be cut back with respect to oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) Those Offerees who desire to purchase all or any part of such the remaining Offered Shares shall execute a counterpart communicate in writing their election to purchase to the Selling Investor, which communication shall state the number of this Agreement as a precondition remaining Offered Shares said Offerees desire to purchase and shall be provided to the Selling Investor within ten (10) business days of the date of the Offeree Notice. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be (subject to the provisions aforesaid limitations as to the right of the Offerees to purchase more than their Pro Rata Fraction). Sales of such Offered Shares to be sold to the Company and the Offerees pursuant to this Agreement, including, without limitationSection 3 shall be made at the offices of the Company within sixty (60) days following the date the Offer was made. (e) The right of first refusal pursuant to this Section 3 shall not apply with respect to sales of Shares by an Investor to a Permitted Transferee. (f) To the extent that compliance with the right of first refusal obligations set forth in this Section 3 would result in a non-exempt “prohibited transaction” within the meaning of Section 406 of the Employee Retirement Income Security Act of 1974 (“ERISA”) or Section 4975 of the Internal Revenue Code (the “Code”) by First Plaza Group Trust or any successor thereto or permitted assignee or transferee thereof (together “First Plaza Group Trust”), the provisions right of Article IIfirst refusal set forth in this Section 3 shall not apply to such proposed sale or other transfer by First Plaza Group Trust; provided, however, First Plaza Group Trust shall not effect such proposed sale or other transfer without the prior written consent of the Board of Directors.

Right of First Refusal on Dispositions. (a) If at At any time prior to (i) a Stockholder Qualifying Public Offering, or (ii) a “Selling Stockholder”) Change in Control Transaction, each as defined below, if the Employee desires to sell or otherwise transfer all or any part of his its Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Employee shall submit a written offer (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Shares (the “"Offered Shares”") to the Company on the same terms and conditions, including price, not or terms as reasonably similar as possible, and in no event less favorable to the Company than those on which the Selling Stockholder Employee proposes to sell transfer such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be soldtransferred, the total number of Shares owned by the Selling StockholderEmployee, the terms and conditions, including price, of the proposed saletransfer, and any other material facts relating to the proposed saletransfer. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. Should the purchase price specified in the Offer be payable in property other than cash or evidences of indebtedness, the Company shall have the right to pay the purchase price in the form of cash equal in amount to the fair market value of such property. If Employee and the Company (or its assignees) cannot agree on such cash value with the ten (10) days after the Company's receipt of the Offer, the valuation shall be made by an appraiser of recognized standing selected by Employee and the Company. (b) If the Company desires to purchase all or any part of the Offered Shares, the Company shall communicate in writing its election to purchase to the Employee, which communication shall state the number of Offered Shares the Company desires to purchase and shall be given to the Employee in accordance with Section 17 below within 15 days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. The sale of the Offered Shares to be sold to the Company pursuant to this Section 6 shall be made at the offices of the Company on the 15th day following the date the Offer was made (or if such 15th day is not a business day, then on the next succeeding business day). Such sale shall be effected by the Employee's delivery to the Company of a certificate or certificates evidencing the Offered Shares to be purchased by it, duly endorsed for transfer to the Company, against payment to the Employee of the purchase price therefor by the Company. (c) If the Company does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to not so purchased may be sold by the Proposed Transferee Employee at any time within 90 days after such timethe date the Offer was made, subject to the provisions of Section 2.32. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.26. If Offered Shares are sold pursuant to this Section 2.2 6 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares so sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) desires prior to the -------------------------------------- consummation of an underwritten public offering of the Company's Common Stock you desire to sell for cash any or otherwise transfer all or any part of his the Option Shares pursuant to a bona fide offer from a third party other than the Company (the “"Proposed Transferee”"), the Selling Stockholder you shall submit a written offer (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Option Shares (the “"Offered Shares”") to the Company on terms and conditions, including price, not less favorable than those on which the Selling Stockholder proposes you propose to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Company may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) If the Company desires to purchase all or any part of the Offered Shares, the Company shall communicate to you in writing its election to purchase, which communication shall state the number of Offered Shares the Company desires to purchase and shall be delivered in person or mailed to you within ten days of the date of the Offer. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, binding and enforceable agreement for the sale and purchase of the Offered Shares. The closing for the purchase by the Company of such Offered Shares pursuant to the provisions of this Section 10 shall take place at the offices of the Company on the date specified in the Company's written notice to you which date shall be a business day not later than 60 days after the date the Offer is received by the Company. At such closing, you will deliver to the Company a certificate or certificates evidencing the Offered Shares (or any portion thereof) to be purchased by it, duly conversion Smartray SOA.doc endorsed for transfer to the Company, against payment to you of the purchase price therefor by the Company. (c) If the Company does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee not so purchased may be sold by you at any time within 90 days six (6) months after such time, subject to the provisions of Section 2.3date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90six-day month period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.210. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party 10, the Offered Shares so sold shall no longer be subject to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.

Right of First Refusal on Dispositions. (a) If at any time a any Stockholder (a “Selling Stockholder”) desires wishes to sell sell, assign, transfer or otherwise transfer dispose of any or all or any part of his Shares owned by him pursuant to the terms of a bona fide offer received from a third party (the “Proposed Transferee”)party, the Selling Stockholder he shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, to sell such Shares (the “Offered Shares”) to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Selling Stockholder he proposes to sell such Offered Shares to such third party (the Proposed Transferee"Offer"). The Offer shall disclose the identity of the Proposed Transfereeproposed purchaser or transferee, the number of Offered Shares proposed to be soldsold or transferred, the total number agreed terms of Shares owned by the Selling Stockholder, the terms and conditionssale or transfer, including price, of the proposed sale, and any other material facts relating to the proposed salesale or transfer. Within thirty (30) days after receipt of the Offer, the Company shall give notice to such Stockholder of its intent to purchase all or any portion of the offered Shares on the same terms and conditions as set forth in the Offer. (b) If If, for any reason whatever, the Company shall not exercise its right to purchase all of the offered Shares as provided herein, then each of the remaining Stockholders shall have the right to purchase, on the same terms and conditions set forth in the Offer, that portion of the offered Shares which the Company shall not have agreed to purchase from the selling Stockholder (all such remaining shares being referred to as the "Remaining Offered Shares") to be determined in the manner set forth herein. Each Stockholder shall have the right to purchase that number of the Remaining Offered Shares as shall be equal to the aggregate Remaining Offered Shares multiplied by a fraction, the numerator of which is the number of shares of Stock (as defined in Section 5 below) of the Company then owned by such Stockholder (including any shares of Stock deemed to be beneficially owned by such Stockholder pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3")) and the denominator of which is the aggregate number of shares of Stock then issued and outstanding and held by (and deemed to be beneficially owned pursuant to Rule 13d-3 by) all the Stockholders. The amount of Shares each Stockholder or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Stockholder's "Pro Rata Fraction." Each Stockholder shall have the right to transfer his right to any Pro Rata Fraction or part thereof to any Qualified Transferee. In the event a Stockholder does not wish to purchase or to transfer his right to purchase his Pro Rata Fraction, then any Stockholders who so elect shall have the right to purchase, on a pro rata basis with any other Stockholders who so elects, any Pro Rata Fraction not purchased by a Stockholder or Qualified Transferee. (c) Each Stockholder shall act upon the Offer as soon as practicable after receipt from the Company of notice that it has not elected to purchase all of the offered Shares, and in all events within thirty (30) days after receipt thereof. Each Stockholder shall have the right to accept the Offer as to all or part of the Remaining Offered Shares offered thereby. In the event that a Stockholder shall elect to purchase all or part of the Remaining Offered Shares covered by the Offer, said Stockholder shall individually communicate in writing such election to purchase to whichever of the selling Stockholders has made the Offer, which communication shall be delivered by hand or mailed to such Selling Stockholder at the address set forth in Section 8 below and shall, when taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Shares covered thereby. (d) In the event that the Company and the remaining Stockholders, taken together, do not purchase all of the Offered Shares offered by a Selling Stockholder pursuant to and within 30 sixty (60) days after receipt of notice of an Offer (the “Option Period”)Offer, then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all each such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing agreement to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer Shares shall be deemed null and void, and such Shares may be sold by both the Company and other Stockholders, whichever occurs earlier, the Selling such selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 days after such timethe expiration of the Offer, but subject to the provisions of Section 2.33 below. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee purchaser than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer and re-sale pursuant to this Section 2.2. If Offered Shares are sold pursuant to Section. (e) For purposes of this Section 2.2 to 2, a "Qualified Transferee" of a Stockholder shall mean any purchaser person (I) who is not a party to this AgreementStockholder, (ii) who is an "affiliated person" of a Stockholder, as that term is defined in the purchaser Investment Company Act of such Offered Shares shall execute 1940, (iii) who is a counterpart partner of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II.Stockholder

Right of First Refusal on Dispositions. (a) If at any time a Stockholder Management Shareholder (a “"Selling Stockholder”Management Shareholder") desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the “"Proposed Transferee”"), the Selling Stockholder Management Shareholder shall submit a written offer (the “"Offer”), ") by delivering the Offer to the Company and the other Stockholders, non-selling Shareholders (the "Other Shareholders") to sell such Shares (the “"Offered Shares”") to the Company and the Other Shareholders on terms and conditions, including price, not less favorable than those on which the Selling Stockholder Management Shareholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderManagement Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state (i) that the Company and the Other Shareholders may acquire, in accordance with the provisions of this Agreement, any of the Offered Shares for the price and upon the other terms and conditions set forth therein and (ii), if all such Offered Shares are not purchased by the Company and the Other Shareholders, the Other Shareholders who have not purchased any such Offered Shares pursuant to this Section 3 may exercise their rights provided pursuant to Section 4 hereof. (b) The Company shall have the first right to purchase the Offered Shares. If the Company desires to purchase all or any part of the Offered Shares, it shall communicate in writing its election to purchase any of the Offered Shares to the Selling Management Shareholder and the Other Shareholders, which communication shall state the number of Offered Shares that the Company desires to purchase and the number of Offered Shares, if any, remaining for purchase by the Other Shareholders pursuant to Section (c) below, and shall be given within 20 days of the date the Offer was made. (c) If the Company does not elect to purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”)time period specified above, then the other Stockholders each Other Shareholder shall have the right to purchase that number of remaining Offered Shares as shall be equal to the number of such remaining Offered Shares multiplied by a 30-day right, beginning percentage equal to two times the percentage of Shares (calculated on the day after the expiration a fully diluted basis) owned by such Other Shareholder (or issuable to such Other Shareholder upon exercise of the Option Period, Warrants owned by such Other Shareholder). The percentage of Shares owned on a fully diluted basis by any Other Shareholder shall be calculated as if all options and Warrants which are then exercisable have been exercised in full. The amount of such Offered Shares that each Other Shareholder is entitled to purchase under this Section 3(c) shall be referred to as its "Pro Rata Fraction." (d) Those Other Shareholders who desire to purchase all or any part of the remaining Offered Shares shall communicate in writing their election to purchase to the Selling Management Shareholder, which communication shall state the number of remaining Offered Shares said Other Shareholders desire to purchase and shall be provided to the Selling Management Shareholder within 30 days of the date the Offer was made. Such communication, together with the communication of the Company specified above, shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. Sales of such Offered Shares to be sold to the Company, on the terms and conditions disclosed in Other Shareholders pursuant to this Section 3 shall be made at the offices of the Company within 60 days following the date the Offer was made. (e) To the “Second Option Period”), on a pro-rata basis based on extent the total Shares owned by Company and the Other Shareholders do not purchase all Stockholders electing to purchase the Offered Shares. Upon the expiration , then all, but not fewer than all, of the Second Option Period or the express rejection of the Offer remaining Offered Shares may be sold by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee Management Shareholder at any time within 90 120 days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining If the Offered Shares are not sold within such 90120-day period period, they shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.23, and may not be transferred except in compliance with the provisions of this Section 3. If Offered Shares are sold pursuant to this Section 2.2 3 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement. (f) In the event a Management Shareholder is required to transfer Shares pursuant to a court order, includingdecree or judgment, without limitationor pursuant to a settlement of a court proceeding such transfer shall be deemed to be a sale for purposes of this Section 3, and shall entitle the Company and the Other Shareholders to exercise their right of first refusal with respect to such transfer. In any event, the Management Shareholder who is required to make such transfer shall provide an Offer as herein provided. The price at which the Shares may be purchased pursuant to such Offer shall be the price as set by the court which issued such order, decree or judgment, or the price as set by the parties to such settlement. If a price is not determined by such court, or by the parties to such settlement, then the price shall be determined pursuant to an appraisal conducted in accordance with the provisions of Article IISection 2 of the Redemption Agreement, with one appraiser chosen by the Management Shareholder who is making such transfer, and the other appraiser chosen by the Company.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) desires the Investors desire to sell or otherwise transfer for cash all or any part of his Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”"PROPOSED TRANSFEREE"), the Selling Stockholder Investors shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, "OFFER") to sell such Shares (the “Offered Shares”"OFFERED SHARES") to the Company Stockholder on terms and conditions, including price, not less favorable to the Stockholder than those on which the Selling Stockholder proposes Investors propose to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderInvestors, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Stockholder may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) Each Stockholder shall have the absolute right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction (the "PRO RATA FRACTION"), the numerator of which shall be the number of Shares then owned by such Stockholder and the denominator of which shall be the aggregate number of Shares then owned by all of the Stockholders. (c) Each Stockholder shall have a right of oversubscription such that if any Stockholder fails to accept the Offer as to its Pro Rata Fraction, the other Stockholders shall, among them, have the right to purchase up to the balance of the Offered Shares not so purchased. Such right of oversubscription may be exercised by a Stockholder by accepting the Offer as to more than its Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Stockholders shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) If a Stockholder desires to purchase all or any part of the Offered Shares, said Stockholder shall communicate in writing its election to purchase to the Investors, which communication shall state the number of Offered Shares said Stockholder desires to purchase and shall be given to the Investors in accordance with Section 10 below within thirty (30) days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares (subject to the aforesaid limitations as to a Stockholder's right to purchase more than its Pro Rata Fraction). Sales of the Offered Shares to be sold to purchasing Stockholder pursuant to this Section 3B shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by the Investors, delivery to each purchasing Stockholder of a certificate or certificates evidencing the Offered Shares to be purchased by it, duly endorsed for transfer to such purchasing Stockholder, against payment to the Investors of the purchase price therefor by such purchasing Stockholder. (e) If the Company Stockholder does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to not so purchased may be sold by the Proposed Transferee Investors at any time within 90 ninety (90) days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.2. 3B. If Offered offered Shares are sold pursuant to this Section 2.2 3B to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares so sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to the provisions of this Agreement, including, without limitation, . (f) The Stockholder's right of first refusal provided in this Section 3B shall not apply with respect to sales of Shares to the provisions of Article IICompany.

Right of First Refusal on Dispositions. (a) If at any time a the Stockholder (a “Selling Stockholder”) desires to sell or otherwise transfer for cash all or any part of his Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”"PROPOSED TRANSFEREE"), the Selling Stockholder shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, "OFFER") to sell such Shares (the “Offered Shares”"OFFERED SHARES") to the Company Investors on terms and conditions, including price, price not less favorable to the Investors than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Investors may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. (b) Each Investor shall have the absolute right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction (the "PRO RATA FRACTION"), the numerator of which shall be the number of Shares then owned by such Investor and the denominator of which shall be the aggregate number of Shares then owned by all of the Investors. (c) Each Investor shall have a right of oversubscription such that if any Investor fails to accept the Offer as to its Pro Rata Fraction, the other Investors shall, among them, have the right to purchase up to the balance of the offered Shares not so purchased. Such right of oversubscription may be exercised by an Investor by accepting the Offer as to more than its Pro Rata Fraction. If, as a result thereof, such oversubscriptions exceed the total number of Offered Shares available in respect of such oversubscription privilege, the oversubscribing Investors shall be cut back with respect to their oversubscriptions on a pro rata basis in accordance with their respective Pro Rata Fractions or as they may otherwise agree among themselves. (d) If an Investor desires to purchase all or any part of the Offered Shares, said Investor shall communicate in writing its election to purchase to the Stockholder, which communication shall state the number of Offered Shares said Investor desires to purchase and shall be given to the Stockholder in accordance with Section 10 below within thirty (30) days of the date the Offer was made. Such communication shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares (subject to the aforesaid limitations as to an Investor's right to purchase more than its Pro Rata Fraction). Sales of the Offered Shares to be sold to purchasing Investor pursuant to this Section 3A shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if such 45th day is not a business day, then on the next succeeding business day). Such sales shall be effected by the Stockholder's delivery to each purchasing Investor of a certificate or certificates evidencing the Offered Shares to be purchased by it, duly endorsed for transfer to such purchasing Investor, against payment to the Stockholder of the purchase price therefor by such purchasing Investor. (e) If the Company does Investors do not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to not so purchased may be sold by the Proposed Transferee Stockholder at any time within 90 ninety (90) days after such timethe date the Offer was made, subject to the provisions of Section 2.34. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.2. 3A. If Offered Shares are sold pursuant to this Section 2.2 3A to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares so sold shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to no longer be subject to the provisions of this Agreement, including, without limitation, . (f) The Investors' right of first refusal provided in this Section 3A shall not apply with respect to sales of Shares to the provisions of Article IICompany.

Right of First Refusal on Dispositions. (a) If at any time a any Stockholder (a “Selling Stockholder”) desires to sell or otherwise transfer for cash and/or promissory notes all or any part of his his, her or its Shares (other than any Unvested Shares) pursuant to a bona fide written offer from a third party (the “"Proposed Transferee”"), such Stockholder (the "Selling Stockholder Stockholder") shall submit a written offer (the “"Offer”), by delivering the Offer to the Company and the other Stockholders, ") to sell such Shares (the “"Offered Shares”") to the Company and the Investors and the Founder on terms and conditions, including price, not less favorable than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed salesale and shall include a copy of the Offer to purchase from the Proposed Transferee. The Offer shall further state that the Company and the Investors and the Founder may acquire, in accordance with the provisions of this Agreement, any or all of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein (and the Offer shall specify that, if the Company does not communicate in writing its election to purchase any or all of the Offered Shares, within twenty (20) days of the date the Offer was delivered to the Company, the Investors and the Founder shall thereafter have the right to purchase some or all of the remaining Offered Shares). (b) If the Company does not elect to purchase all or part of the Offered Shares, then each other party having a right of purchase herewith and who desires to purchase any or all of the Offered Shares not purchased by the Company shall communicate in writing its election to purchase to the Selling Stockholder on the terms and conditions set forth in the Offer (with a copy to the Company and each Investor and the Founder), which communication shall be delivered in person or mailed to the Selling Stockholder at the address set forth in accordance with Section 4 below within thirty (30) days of the date the Offer was delivered to the Company, the Investors and the Founder. Such communications, when taken in conjunction with the Offer, shall be deemed to constitute valid, legally binding and enforceable agreement(s) for the sale and purchase of such Offered Shares. (c) If the Selling Stockholder receives any communications pursuant to Section 4(a) or Section 4(b), the Selling Stockholder shall sell the Offered Shares to each party from whom he has received notice as follows: (i) If a communication has been received from the Company, the Selling Stockholder shall sell to the Company such amount of the Offered Shares as are set forth in such communication; and (ii) If a communication has been received from one or more of the Investors and the Founder, the Selling Stockholder shall next sell to such of the Investors and the Founder from whom communication has been received (the "Participating Holders") on a pro rata basis, (provided that each Participating Holder shall have a right of oversubscription such that if any Participating Holder fails to accept the Offer as to all or a portion of its pro rata share, the other Participating Holders shall have the right to purchase up to the balance of the Offered Shares not so purchased on a pro rata basis, or the Participating Holders may elect to purchase the Offered Shares in such other proportions as they may determine) such amount of the Offered Shares as were not sold to the Company and as are set forth in such notices or other instructions from the Participating Holders. (d) The sale of the Offered Shares shall occur forty-five (45) days following the date on which the Offer was delivered to the Company, the Investors and the Founder or, if the Company shall not be open for business on such date, on the next succeeding business day. All sales of the Offered Shares shall occur contemporaneously. Such sales shall be effected by the Selling Stockholder's delivery to the Company, and/or the Participating Holders as applicable, of certificates evidencing the Offered Shares to be purchased by them, duly endorsed for transfer, against payment to the Selling Stockholder of the purchase prices therefor by the Company or the Participating Holders as applicable. (e) If the Company and the Stockholders do not elect to purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”), then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total remaining Offered Shares owned may be sold by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee at any time within 90 ninety (90) days after such timethe date the Offer was accepted, rejected or lapsed pursuant to Section 4(b) above, subject to the provisions of Section 2.35. Any such sale shall be to the Proposed Transferee, Transferee and at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such ninety (90-) day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered 4. (f) The rights of first refusal provided in this Section 4 shall not apply with respect to sales, transfers or exchanges of Shares to the Company or in conjunction with the sale of the Company to an unaffiliated third party whether by merger, consolidation or sale of stock in a transaction in which the Investors' Shares are also sold pursuant or transferred or eligible to this Section 2.2 to any purchaser who is not be sold or transferred (herein, a party to "Sale of the Company"). (g) For purposes of determining a party's pro rata share under this Agreement, all calculations shall be made based on the purchaser number of Shares then held by all Stockholders and Investors, as applicable, and calculated (i) on the basis that all shares of Preferred Stock then held by any party were converted on the date of any notice into the largest whole number of shares of Common Stock into which such Offered shares of Preferred Stock were then convertible, and (ii) treating all Shares shall execute subject to vesting, options and warrants held by any party as outstanding and held by such parties on the date of any notice. (h) If a counterpart Stockholder is subject to a transfer of this Agreement as a precondition his, her or its Shares by any bankruptcy or insolvency law or proceeding, any divorce proceeding or otherwise by operation of the purchase law (other than by death), or if any transfer of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject is made or attempted contrary to the provisions of this Agreement, including, without limitationthe Company, the provisions Investors and the Founder (unless he or any of Article IIhis Permitted Transferees is the Stockholder) will have the right to purchase any or all of such Shares from the Stockholder, his, her or its legal representative or his, her or its transferees at any time before or after the transfer, at the price, if any, paid for or proposed to be paid for such Shares or for Fair Market Value as determined under Section 4(i), whichever is less, on the same terms, conditions, order of purchase and procedures set forth in Sections (b), (c) and (d) hereof.

Right of First Refusal on Dispositions. (a) If at any time a Stockholder (a “Selling Stockholder”) the Optionee desires to sell or otherwise transfer all or any part of his or her Shares pursuant to a bona fide offer from a third party (the “Proposed Transferee”"PROPOSED TRANSFEREE"), then the Selling Stockholder Optionee shall submit a written offer (the “Offer”), by delivering the Offer to the Company and the other Stockholders, "OFFER") to sell such Shares (the “Offered Shares”"OFFERED SHARES") to the Company or any entity or person designated by the Company ("DESIGNEE"). The Offer shall be on terms and conditions, including price, not less favorable to the Company or its designee than those on which the Selling Stockholder Optionee proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling StockholderOptionee, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall state that the Company or its designee may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares for the price and upon the other terms and conditions set forth therein. (b) If the Company (or its designee, if one exists) desires to purchase all or any part of the Offered Shares, then the Company or its designee shall communicate in writing its election to purchase (an "ACCEPTANCE") to the Optionee. The Acceptance shall state the number of Offered Shares the Company or its designee desires to purchase and shall be given to the Optionee within thirty (30) days after the date the Offer was made to the Company. The Acceptance shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. Sales of the Offered Shares to be sold to the Company or its designee pursuant to this Section 4 shall be made at the offices of the Company on the 45th day following the date the Offer was made (or if the 45th day is not a business day, then on the next succeeding business day). The sales shall be effected by the Optionee's delivery to the Company of a Certificate or Certificates evidencing the Offered Shares to be purchased by the Company or its designee, duly endorsed for transfer to the Company or its designee, as the case may be, which Shares shall be delivered free and clear of all liens, charges, claims, and encumbrances of any nature whatsoever, against payment to the Optionee of the purchase price therefor by the Company or its designee, as the case may be. (c) If the Company or its designee does not purchase all of the Offered Shares within 30 days after receipt of notice of an Offer (the “Option Period”)Shares, then the other Stockholders shall have a 30-day right, beginning on the day after the expiration of the Option Period, to purchase all such Offered Shares, on the terms and conditions disclosed in the Offer (the “Second Option Period”), on a pro-rata basis based on the total Shares owned not purchased by all Stockholders electing to purchase the Offered Shares. Upon the expiration of the Second Option Period or the express rejection of the Offer by both the Company and other Stockholders, whichever occurs earlier, or its designee may be sold by the Selling Stockholder may sell all of the Offered Shares to the Proposed Transferee Optionee at any time within 90 ninety (90) days after such time, subject the date the Offer was made to the provisions of Section 2.3Company. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any remaining Offered Shares not sold within such 90-day period shall again continue to be subject to the requirements of a prior offer pursuant to this Section 2.2. If Offered Shares are sold pursuant to this Section 2.2 to any purchaser who is not a party to this Agreement, the purchaser of such Offered Shares shall execute a counterpart of this Agreement as a precondition of the purchase of such Offered Shares and any Offered Shares sold to such purchaser shall continue to be subject to the provisions of this Agreement, including, without limitation, the provisions of Article II4.