Common use of Right of Participation in Sales Clause in Contracts

Right of Participation in Sales. (a) If at any time a Stockholder desires to sell any Shares owned by him to a Proposed Transferee, and those Shares to be transferred have not been purchased by the Company or other Stockholders under Section 2.2, each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling Stockholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Stockholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “pro rata portion” of Shares which a Stockholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below), and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder and all Stockholders wishing to participate in any sale under this Section 2.3. (b) Each Stockholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 shall, after complying with the provisions of Section 2.2, give to each other Stockholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.2. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder wishing to participate in such sale (a “Participating Stockholder”) shall notify the Selling Stockholder in writing of such intention within 15 days after such Participating Stockholder’s receipt of the notice described in the preceding sentence. (c) The Selling Stockholder and each Participating Stockholder shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the notice provided by the Selling Stockholder under Section 2.3(b) above; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee shall be made from the Selling Stockholder and each Participating Stockholder pro rata based upon the relative number of the Shares that the Selling Stockholder and each Participating Stockholder is otherwise entitled to sell pursuant to Section 2.3(a). (d) If any Shares are sold pursuant to this Section 2.3 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement.

Right of Participation in Sales. (a) If at any time a Stockholder Current Shareholder desires to sell all or any part of the Shares owned by him to a Proposed TransfereeTrans feree, and those Shares to be transferred have not been purchased by the Company or other Stockholders Investor under Section 2.23, each of the other Stockholders Investor (other than those who have unless it has elected to purchase Shares pursuant to Section 2.23) shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling StockholderCurrent Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling StockholderCurrent Shareholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “"pro rata portion” " of Shares which a Stockholder the Investor shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities Stock held by such person) which are then held by the Participating Stockholder (as defined below)Investor, and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securitiesStock) which are then held by the Selling Stockholder Current Shareholder and all Stockholders Investors wishing to participate in any sale under this Section 2.35. (b) Each Stockholder Current Shareholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 5 shall, after complying with the provisions of Section 2.23, give to each other Stockholder Investor notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.23. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder Investor wishing to so participate in such any sale (a “Participating Stockholder”) under this Section 5 shall notify the Selling Stockholder Current Shareholder in writing of such intention within 15 days after such Participating Stockholder’s Investor's receipt of the notice described in the preceding sentence. (c) The Selling Stockholder Current Shareholder and each Participating Stockholder participating Investor shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the notice provided by the Selling Stockholder Current Shareholder under Section 2.3(bsubparagraph (b) above; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee shall be made from the Selling Stockholder Current Shareholder and each Participating Stockholder participating Investor pro rata based upon the relative number of the Shares that the Selling Stockholder Current Shareholder and each Participating Stockholder participating Investor is otherwise entitled to sell pursuant to Section 2.3(a5(a). (d) If any Shares are sold pursuant to this Section 2.3 5 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement.

Right of Participation in Sales. (a) If at any time a Stockholder the Seller desires to sell Transfer all or any Shares part of the Equity Securities owned by him the Seller to a Proposed Transferee, and those Shares to be transferred have not been purchased by any Person other than one or more of the Company or other Stockholders under Section 2.2Holders (the "Buyer"), each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) shall Holders shall, except as provided below, have the right to sell to the Proposed TransfereeBuyer, as a condition to such sale by the Selling StockholderSeller, at the same price per share and on the same terms and conditions as involved in such sale by the Selling StockholderSeller, a pro rata portion the same percentage of the amount of Shares proposed to be sold to the Proposed Transferee. The “pro rata portion” of Shares which a Stockholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held on an as converted basis) owned by such person) which are then held by Holder as the Participating Stockholder (as defined below), and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securitieson an as converted basis) which are then held to be sold by the Selling Stockholder Seller to the Buyer represents with respect to the shares of Common Stock (on an as converted basis) owned by the Seller immediately prior to the sale of any of the Seller's shares of Equity Securities to the Buyer. The parties acknowledge and all Stockholders agree that any Transfer described in the second sentence of Section 3.3(a) or in Section 3.4 or which, pursuant to the terms of Section 3.5(a) is not the subject of an Offer, shall not be subject to the terms of this Section. (b) Each Holder wishing to so participate in any sale under this Section 2.3. (b) Each Stockholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 shall, after complying with the provisions of Section 2.2, give to each other Stockholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.2. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder wishing to participate in such sale (a “Participating Stockholder”) 3.6 shall notify the Selling Stockholder Seller in writing of such intention within 15 days as soon as practicable after such Participating Stockholder’s Holder's receipt of the notice described Offer made pursuant to Section 3.5, and in any event within twenty (20) days after the preceding sentencedate the Offer was made. Such notification shall be given to the Seller in accordance with Section 5.4 below. (c) The Selling Stockholder Seller and each Participating Stockholder participating Holder shall sell to the Proposed Transferee Buyer all, or at the option of the Proposed TransfereeBuyer, any part of the Shares Equity Securities proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those conditions contained in the notice Offer provided by the Selling Stockholder Seller under Section 2.3(b) 3.5 above; provided, provided however, that any purchase of less than all of such Shares Equity Securities by the Proposed Transferee Buyer shall be made from the Selling Stockholder Seller and each Participating Stockholder participating Holder pro rata based upon the relative number amount of the Shares Equity Securities that the Selling Stockholder Seller and each Participating Stockholder participating Holder is otherwise entitled to sell pursuant to Section 2.3(a3.6(a). (d) If any Shares are Any Equity Securities sold by the Seller or a participating Holder pursuant to this Section 2.3 to any purchaser who is not a party 3.6 shall no longer be subject to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the . (e) The provisions of this AgreementSection 3.6 shall terminate upon the earlier of: (i) a Qualified Public Offering and (ii) the time at which the Investor Stockholders and the other Holders own fewer than 50% of the number of shares of Common Stock (determined on an as-converted basis) that the Investor Stockholders owned as of the Subsequent Closing (adjusted for stock splits, combinations, stock dividends and the like).

Right of Participation in Sales. (a) If at any time a Stockholder any Non-Investor Shareholder, other than ADC, desires to sell all or any part of the Shares owned by him him, her or it to a Proposed Transferee, any third party and those Shares to be transferred have not been purchased by the Company or other Stockholders Investors under Section 2.23, each Investor, ADC, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (collectively, for the purposes of this Agreement, the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2"Principal Shareholders") shall have the right to sell to the Proposed Transfereethird party, as a condition to such sale by the Selling StockholderNon-Investor Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling StockholderNon-Investor Shareholder, a pro rata portion of --- ---- the amount of Shares proposed to be sold to the Proposed Transfereethird party. The “"pro rata --- ---- portion” " of Shares which a Stockholder any Principal Shareholder shall be entitled to sell to the Proposed Transferee third party shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee third party multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable Ordinary Shares which the Principal Shareholder wishing to participate in the sale then holds or has the right to acquire upon conversion of the Series A Preferred Shares or exercise of the Series B Preferred Stock, warrants, options or other convertible securities Shares then held by such person) which are then held by the Participating Stockholder (as defined below)Principal Shareholder, and the denominator of which is the aggregate of all shares of Common Stock (including shares Ordinary Shares which are held by, or issuable to, upon conversion of the Series A Preferred Shares or exercise of the Series B Preferred Stock warrantsShares held by, options or other convertible securities) which are then held by the Selling Stockholder and all Stockholders Principal Shareholders wishing to participate in any sale under this Section 2.34, including the Selling Non-Investor Shareholder; provided, however that until October 6, 2001, the number of Shares that Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx shall be entitled to sell to such third party shall be subject to reduction by the same amount of the increase in the number of Shares that ADC may sell to such third party such that upon any such sale, ADC shall have the right, but not the obligation, to sell twice the proportional amount being sold by Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, if Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx are entitled to sell up to 10% of their Shares, ADC will be permitted to sell up to 20% of the Shares held by it); provided, further, that in no event shall the pro rata portion of Shares of any Principal Shareholder, other than of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, be subject to any such reduction. (b) Each Stockholder who If the Selling Non-Investor Shareholder wishes to make a sale to a Proposed Transferee third party which is subject to this Section 2.3 4, the Selling Non-Investor Shareholder shall, after complying with the provisions of Section 2.23, give to each other Stockholder Principal Shareholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.23. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transfereethird party. Each other Stockholder Principal Shareholder wishing to so participate in such any sale (a “Participating Stockholder”) under this Section 4 shall notify the Selling Stockholder Non-Investor Shareholder in writing of such intention within 15 days after such Participating Stockholder’s Investor's receipt of the notice described in the preceding sentence. (c) The Selling Stockholder Non-Investor Shareholder and each Participating Stockholder participating Principal Shareholder shall sell to the Proposed Transferee third party all, or at the option of the Proposed Transfereethird party, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee third party than those in the notice provided by the Selling Stockholder Non-Investor Shareholder under Section 2.3(bsubparagraph (b) above; provided, however, that any purchase -------- ------- of less than all of such Shares by the Proposed Transferee third party shall be made from the Selling Stockholder Non-Investor Shareholder and each Participating Stockholder participating Principal Shareholder pro rata based upon the relative number of the Shares that the Selling Stockholder Non- --- ---- Investor Shareholder and each Participating Stockholder participating Principal Shareholder is otherwise entitled to sell pursuant to Section 2.3(a4(a). (d) If any Shares are sold pursuant to this Section 2.3 4 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement, with the exception of this Section 4.

Right of Participation in Sales. (a) If at any time a Stockholder any Shareholder desires to sell all or any part of the Shares owned by him him, her or it to a Proposed Transferee, any third party (the "Selling Shareholder") and those Shares to be transferred (in the case of the Selling Non-Investor Shareholder) have not been purchased by the Company or other Stockholders and the Investors under Section 2.23, each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) Investor Shareholder and Principal Shareholder shall have the right to sell to the Proposed Transfereethird party, as a condition to such sale by the Selling StockholderShareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling StockholderShareholder, a pro rata PRO RATA portion of the amount of Shares proposed to be sold to the Proposed Transfereethird party. The “pro rata "PRO RATA portion” " of Shares which a Stockholder the Shareholder shall be entitled to sell to the Proposed Transferee third party shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee third party multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable which the Investor Shareholder or Principal Shareholder wishing to participate in the sale then holds or has the right to acquire upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) warrants which are then held by the Participating Stockholder (as defined below)exercisable, and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder and all Stockholders Shareholders wishing to participate in any sale under this Section 2.34 and the Selling Shareholder, or which such Persons have the right to acquire upon exercise of options or warrants which are then exercisable. (b) Each Stockholder who If the Selling Shareholder wishes to make a sale to a Proposed Transferee third party which is subject to this Section 2.3 4, the Selling Shareholder shall, after complying with the provisions of Section 2.23, give to each other Stockholder Investor Shareholder and each Principal Shareholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.23. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transfereethird party. Each other Stockholder Investor Shareholder and Principal Shareholder wishing to so participate in such any sale (a “Participating Stockholder”) under this Section 4 shall notify the Selling Stockholder Shareholder in writing of such intention within 15 days after such Participating Stockholder’s Investor Shareholder and Principal Shareholder's receipt of the notice described in the preceding sentence. (c) The Selling Stockholder Shareholder and each Participating Stockholder participating Investor Shareholder and Principal Shareholder shall sell to the Proposed Transferee third party all, or at the option of the Proposed Transfereethird party, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee third party than those in the notice provided by the Selling Stockholder Shareholder under Section 2.3(bsubparagraph (b) above; providedPROVIDED, howeverHOWEVER, that any purchase of less than all of such Shares by the Proposed Transferee third party shall be made from the Selling Stockholder Shareholder and each Participating Stockholder pro rata participating Investor Shareholder and Principal Shareholder PRO RATA based upon the relative number of the Shares that the Selling Stockholder Shareholder and each Participating Stockholder participating Shareholder is otherwise entitled to sell pursuant to Section 2.3(a4(a). (d) If any Shares are sold pursuant to this Section 2.3 4 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement.

Right of Participation in Sales. (a) 1. If at any time a Stockholder Selling Shareholder desires to sell any Shares owned by him to a proposed transferee (the "Proposed Transferee, ") and those Shares to be transferred have not been purchased by the Company or other Stockholders Shareholders under Section 2.2A, each of above, such other Shareholders (the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2"Remaining Shareholders") shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling StockholderShareholder, at the same price per share (as described below) and on the same terms and conditions as involved in such sale by the Selling StockholderShareholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “price per share referenced hereinabove shall include all consideration to be received in connection with such sale (in the event such consideration includes noncash consideration, the dollar value of such noncash consideration shall be determined by the Company's Board of Directors, whose good faith determination shall be conclusive, provided that if the Selling Shareholder or any such Remaining Shareholder is a member of the Board of Directors, he or she shall not participate in such determination, and provided further, that if the Company's Board of Directors is unable or unwilling to make such determination for any reason, such determination shall be made by mutual agreement of the Shareholders, or by an independent third party mutually agreed upon by the Shareholders). The "pro rata portion” " of Shares which a Stockholder shall to be entitled sold by the Selling Shareholder and each of the Remaining Shareholders who elects to sell his or her Shares pursuant to this paragraph B (the Proposed Transferee Selling Shareholder and each such Remaining Shareholder referred to collectively as the "Participating Shareholders") shall be that number proportion of Shares as shall be equal to each such Participating Shareholders' then respective holdings of Common Stock as compared to all of the number of Offered Shares proposed to be sold to Participating Shareholders (assuming the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate issuance of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, pursuant to then outstanding warrants, options options, convertible or exchangeable securities and other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below), and the denominator of which is the aggregate of all rights to acquire shares of Common Stock (including shares issuable upon conversion from the Company, whether or exercise of Preferred Stock not such warrants, options options, convertible or exchangeable securities or other rights are at the time exercisable, convertible securities) which are then or exchangeable held by the Selling Stockholder and all Stockholders wishing to participate in any sale under this Section 2.3Participating Shareholders). (b) 2. Each Stockholder Selling Shareholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 B shall, after complying with the provisions of Section 2.2A, give to each other Stockholder Remaining Shareholder notice of such proposed sale, and stating which shall include a statement that all Offered the Shares were not purchased pursuant to the Offer as discussed in Section 2.2. A. Such notice shall be given at least 20 five (5) business days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder Remaining Shareholder wishing to so participate in such any sale (a “Participating Stockholder”) under this Section B shall notify the Selling Stockholder Shareholder in writing of such intention within 15 with five (5) business days after such Participating Stockholder’s Remaining Shareholder's receipt of the notice described in the preceding sentence. (c) 3. The Selling Stockholder Shareholder and each other Participating Stockholder Shareholder shall sell to the Proposed Transferee allall or, or at the option of the Proposed Transferee, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the notice provided by the Selling Stockholder Shareholder under Section 2.3(bsubparagraph (2) above; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee shall be made from the Selling Stockholder Shareholder and each other Participating Stockholder Shareholder pro rata based upon the relative number of the Shares that the Selling Stockholder Shareholder and each other Participating Stockholder is Shareholder had otherwise entitled committed to sell pursuant to Section 2.3(a). (dB(1) If any and provided further that such reduced number of Shares are sold has first been offered to the Offerees pursuant to this Section 2.3 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this AgreementA above.

Right of Participation in Sales. (a) If at any time a Stockholder desires to sell any Shares owned by him to a Proposed Transferee, and those Shares to be transferred have not been purchased by the Company or other Stockholders under Section 2.2, each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling Stockholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Stockholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “"pro rata portion” " of Shares which a Stockholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below), and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder and all Stockholders wishing to participate in any sale under this Section 2.3. (b) Each Stockholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 shall, after complying with the provisions of Section 2.2, give to each other Stockholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.2. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder wishing to participate in such sale (a “"Participating Stockholder”") shall notify the Selling Stockholder in writing of such intention within 15 days after such Participating Stockholder’s 's receipt of the notice described in the preceding sentence. (c) The Selling Stockholder and each Participating Stockholder shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the notice provided by the Selling Stockholder under Section 2.3(b) above; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee shall be made from the Selling Stockholder and each Participating Stockholder pro rata based upon the relative number of the Shares that the Selling Stockholder and each Participating Stockholder is otherwise entitled to sell pursuant to Section 2.3(a). (d) If any Shares are sold pursuant to this Section 2.3 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement.

Right of Participation in Sales. (a) If at any time In the event that the Investors do not elect to purchase from a Transferring Stockholder desires all of the Offered Shares contemplated by, and pursuant to, Section 2 and the Transferring Stockholder wishes to sell any Shares owned by him Transfer to a Proposed TransfereePurchaser all or a portion of such remaining Offered Shares (the “Offered Co-Sale Shares”), and those Shares such Transferring Stockholder shall give notice (the “Co-Sale Notice”) to be transferred have each Investor that did not been purchased by the Company or other Stockholders under Section 2.2, each of the other Stockholders (other than those who have elected elect to purchase Offered Shares pursuant to Section 2.2) (the “Co-Sale Investors”), which notice shall state that such Co-Sale Investors shall have the right to sell to the Proposed Transfereerequire, as a condition to the Transfer of Offered Co-Sale Shares, that the Purchaser purchase from the Co-Sale Investors each such sale by the Selling Stockholder, Co-Sale Investor’s Co-Sale Shares (as defined below) at the same price per share Per Share Price and on the same terms and conditions Terms as involved in such sale by the Selling Stockholder, a pro rata portion Transfer. Each Co-Sale Investor’s number of the amount of Shares proposed to “Co-Sale Shares” shall be sold equal to the Proposed Transferee. The “pro rata portion” product of Shares which a Stockholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal (a) the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by Co-Sale Shares, and (b) a fraction, the numerator of which is the aggregate number of all Shares (on an as-converted to Common Stock basis) owned by the Co-Sale Investor on the date the Co-Sale Notice is given (excluding any shares of Common Stock (including shares issuable received by the Investor upon the conversion or exercise of any Series A Convertible Preferred Stock, warrantsSeries B Convertible Preferred Stock, options or other convertible securities held by such personSeries C Convertible Preferred Stock) which are then held by the Participating Stockholder (as defined below), and the denominator of which is the aggregate number of all shares of Shares (on an as-converted to Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securitiesbasis) which are then held by issued and outstanding on the Selling Stockholder and all Stockholders date the Co-Sale Notice is given. Each Co-Sale Investor wishing to participate in any such sale under or disposition shall notify the Transferring Stockholder of such intention as soon as practicable after receipt of the Co-Sale Notice, and in all events within fifteen (15) days after receipt thereof, and such notification shall set forth the number of Shares, not to exceed the Co-Sale Shares, that such Co-Sale Investor desires to Transfer to the Purchaser; and upon such election the number of Offered Co-Sale Shares to be Transferred by the Transferring Stockholder to the Purchaser shall be correspondingly reduced. Any Investor delivering the aforementioned notification to the Transferring Stockholder shall be referred to herein as a “Co-Sale Participant.” For purposes of this Section 2.33, the term “Purchaser” shall mean any proposed transferee or purchaser of Shares from any Holder and/or Investor, as applicable. (b) Each The closing of the sale of Offered Co-Sale Shares from the Transferring Stockholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 shalland, after complying with the provisions of Section 2.2if applicable, give to each other Stockholder notice of such proposed saleCo-Sale Shares from Co-Sale Participants, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed Purchaser shall take place on a date not earlier than 10 days and not later than 60 days following the expiration of the time periods referenced in Section 2.2(a) above. Such notice At such closing, each Co-Sale Participant shall be given at least 20 days prior deliver to the date Purchaser one or more certificates, properly endorsed for Transfer, which represent the number of the proposed sale Co-Sale Shares which such Co-Sale Participant has elected to the Proposed Transferee. Each other Stockholder wishing to participate in such sale (a “Participating Stockholder”) shall notify the Selling Stockholder in writing of such intention within 15 days after such Participating Stockholder’s receipt of the notice described in the preceding sentence. (c) The Selling Stockholder and each Participating Stockholder shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the notice provided by the Selling Stockholder under Section 2.3(b) abovesell; provided, however, that if the Purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, each Co-Sale Participant may convert such Co-Sale Shares into Common Stock and deliver such shares of Common Stock, and the Company agrees to make any purchase of less than all such conversion concurrent with the actual transfer of such Co-Sale Shares by to the Proposed Transferee shall be made from the Selling Stockholder and each Participating Stockholder pro rata based upon the relative number Purchaser. Upon receipt of the certificate or certificates representing such Co-Sale Shares that the Selling Stockholder and each Participating Stockholder is otherwise entitled to sell pursuant to Section 2.3(a). (d) If any Shares are sold pursuant to this Section 2.3 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to concurrently with the purchase of Offered Co-Sale Shares from the Transferring Stockholder, the Purchaser shall remit to each Co-Sale Participant, by wire transfer of immediately available funds, the purchase price of the Co-Sale Shares (which purchase price, with respect to each Co-Sale Participant, shall be equal to the product of the number of Co-Sale Shares that such Co-Sale Participant has elected to sell and the Price Per Share). To the extent that the Purchaser refuses to purchase Co-Sale Shares from a Co-Sale Participant, the Transferring Stockholder shall not sell to such Purchaser any Offered Co-Sale Shares unless and until, simultaneously with such sale, such Transferring Stockholder purchases the Co-Sale Shares from the Co-Sale Participant on the Terms, including the Per Share Price. The Transferring Stockholder shall use his, her or its reasonable best efforts to obtain the agreement of the Purchaser to the participation of the Co-Sale Participants in the contemplated Transfer. The provisions of this Section 3 shall not apply to the sale of any Shares by a Holder to an Investor pursuant to an Offer under Section 2. No Transfer of Shares shall continue be effective unless, contemporaneously with such Transfer, the Purchaser executes and delivers to the Company an Instrument of Accession in the form of Schedule II agreeing to be subject to bound by the provisions of this Agreement. (c) In the event that the Transferring Stockholder does not Transfer the Offered Co-Sale Shares to the Purchaser within the required time periods, then any subsequent Transfer of all or any portion of the Offered Co-Sale Shares, shall again be subject to the rights granted in Section 2 and this Section 3, as applicable, and shall require compliance by a Transferring Stockholder with the procedures described in such Sections. (d) Any exercise or non-exercise of any Investor’s rights under Section 2 or 3, as applicable, with respect to a particular Transfer of Shares by a Founder shall not adversely affect the Investors’ rights with respect to other Transfers of Shares by any Founder.

Right of Participation in Sales. (a) If In the event that the Offered Shares of any Selling Shareholder that owns more than two percent (2%) of the outstanding Equity Securities of the Company on an as converted and fully diluted basis (as calculated at any the time a Stockholder desires of delivery by such Selling Shareholder of the Offer Notice pursuant to sell any Shares owned by him to a Proposed TransfereeSection 2.2(a)) (“Co-Sale Selling Shareholder”), and those Shares to be transferred have are not been purchased by the Company or other Stockholders under and/or the Investors Section 2.2, then each of the other Stockholders Shareholders (other than those who have elected to purchase Shares pursuant to Section 2.2each, a “Co-Sale Holder”) shall have the right to participate in such sale of Equity Securities (“Co-Sale Transaction”), subject to the limitations set forth in Section 2.3(b), on the same terms and conditions as specified in the Transfer Notice. (b) In each Co-Sale Transaction, each Co-Sale Holder may sell all or any part of that number of shares of Equity Securities owned by such Co-Sale Holder (its “Co-Sale Shares”) equal to the product of (i) the aggregate number of Offered Shares being sold by the Co-Sale Selling Shareholder, multiplied by (ii) a fraction, of which the numerator shall be the number of Equity Securities owned by such Co-Sale Holder on the date of the Transfer Notice and the denominator shall be the total number of Equity Securities owned by all Co-Sale Holders on the date of the Transfer Notice; provided, however, that each Co-Sale Holder shall have a right of reallotment such that, if any other Co-Sale Holder fails to exercise the right to sell any or all of its Co-Sale Shares (the number of Co-Sale Shares not sold by such Co-Sale Holder, the “Unsold Shares”), the other participating Co-Sale Holders may sell additional Equity Securities to the Proposed TransfereeTransferee up to the number of Unsold Shares; and provided further, that if the Proposed Transferee is not willing to purchase all such shares, the Co-Sale Selling Shareholder, on the one hand, and the Co-Sale Holders, on the other hand, shall each have the right to sell fifty percent (50%) of the shares actually sold. Each Co-Sale Holder may exercise its right to sell its Co-Sale Shares (or more in the case of a reallotment) by notifying the Co-Sale Selling Shareholder, the Company and the other Co-Sale Holders in writing on or before the respective Response Date as to the number of Co-Sale Shares which the Co-Sale Holder wishes to sell under its right to participate. The delivery of such notice shall constitute an irrevocable commitment by the Co-Sale Holder to sell such Co-Sale Shares contingent only upon the closing of the proposed sale on terms communicated in the Transfer Notice. (c) Each Co-Sale Holder shall effect its participation in the sale by promptly delivering to the Co-Sale Selling Shareholder for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent: (i) the type and number of shares of Common Stock which such Co-Sale Holder elects to sell; or (ii) that number of shares of Series A Preferred Stock which are at such time convertible into the number of shares of Common Stock which such Co-Sale Holder elects to sell; provided, however, that if the prospective Proposed Transferee objects to the delivery of shares of Series A Preferred Stock in lieu of Common Stock, such Co-Sale Holder shall convert such shares of Series A Preferred Stock into Common Stock and deliver a condition certificate or certificates representing shares of Common Stock as provided in this Section 2.3. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. (d) The certificate or certificates that the Co-Sale Holder delivers to the Co-Sale Selling Shareholder shall be transferred to the Proposed Transferee in consummation of the sale of the Equity Securities pursuant to the terms and conditions specified in the Transfer Notice, and the Co-Sale Selling Shareholder shall concurrently therewith remit to such Co-Sale Holder that portion of the sale proceeds to which such Co-Sale Holder is entitled by reason of its participation in such sale. To the extent that any Proposed Transferee(s) prohibits such assignment or otherwise refuses to purchase shares or other securities from a Co-Sale Holder exercising its rights of co-sale hereunder, the Co-Sale Selling StockholderShareholder shall not sell to such Proposed Transferee(s) any Equity Securities unless and until, at simultaneously with such sale, the Co-Sale Selling Shareholder shall purchase such shares or other securities from such Co-Sale Holder for the same price per share consideration and on the same terms and conditions as involved the proposed transfer described in such sale by the Selling StockholderTransfer Notice. (e) If any proposed Co-Sale Transaction is not consummated within the one hundred and eighty (180) day period set forth in Section 2.2(e), a pro rata portion or the price or terms or conditions of the amount proposed Co-Sale Transaction as specified in the Transfer Notice related thereto change in any material respect prior to completion of Shares such Co-Sale Transfer, the Co-Sale Selling Shareholders proposing the proposed to be sold to the Proposed Transferee. The “pro rata portion” of Shares which a Stockholder shall be entitled to Co-Sale Transaction may not sell to the Proposed Transferee shall be that number of Shares as shall equal the number of any Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator unless they first comply in full with each provision of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below), Section 2.2 and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder and all Stockholders wishing to participate in any sale under this Section 2.3. (b) Each Stockholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 shall, after complying with the provisions of Section 2.2, give to each other Stockholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.2. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder wishing to participate in such sale (a “Participating Stockholder”) shall notify the Selling Stockholder in writing of such intention within 15 days after such Participating Stockholder’s receipt of the notice described in the preceding sentence. (c) The Selling Stockholder and each Participating Stockholder shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the notice provided by the Selling Stockholder under Section 2.3(b) above; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee shall be made from the Selling Stockholder and each Participating Stockholder pro rata based upon the relative number of the Shares that the Selling Stockholder and each Participating Stockholder is otherwise entitled to sell pursuant to Section 2.3(a). (d) If any Shares are sold pursuant to this Section 2.3 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement.

Right of Participation in Sales. (a) If at any time a Stockholder Selling Shareholder desires to sell any Shares owned by him or her to a Proposed Transferee, and those Shares to be transferred have not been purchased by the Company or other Stockholders and/or Investors under Section 2.23, each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) Investors shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling StockholderShareholder, at the same price per share and on the same terms and conditions as involved set forth in such sale by the Selling StockholderNotice, a pro rata PRO RATA portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “pro rata "PRO RATA portion” " of Shares which a Stockholder an Investor shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by such Investor (assuming the Participating Stockholder (as defined belowconversion of all Series A Preferred Stock), and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder Shareholder and all Stockholders wishing Investors (assuming the conversion of all Series A Preferred Stock) entitled to participate in any sale under this Section 2.34. (b) Each Stockholder Selling Shareholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 4 shall, after complying with the provisions of Section 2.23, give to each other Stockholder the Preferred Holders notice of such proposed salesale (which shall include the same information required to be in the Notice), and stating that all specifying the number of Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.23. Such notice shall be given at least 20 fifteen (15) business days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder The Preferred Holder's wishing to so participate in such any sale (a “Participating Stockholder”) under this Section 4 shall notify the Selling Stockholder Shareholder in writing of such intention within 15 days after no later than the expiration of such Participating Stockholder’s receipt period (including whether or not it desires to sell additional Shares if other Investors elect not to participate in such sale). To the extent one of the notice described in Investors elects not to sell the preceding sentencefull number of shares it is entitled to sell pursuant to Section 4(b), each other Preferred Holder's rights to sell shall be increased PRO RATA based on the number of shares each Preferred Holder has elected to sell hereunder by the number of shares owned by all other Preferred Holders electing to sell shares hereunder (assuming the conversion of all Series A Preferred Stock). (c) The Selling Stockholder Shareholder and each Participating Stockholder the Preferred Holders, electing to participate under this Section 4, shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of all the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the notice provided by the Selling Stockholder Shareholder under Section 2.3(bsubparagraph (b) above; providedPROVIDED, howeverHOWEVER, that any purchase of less than all of such Shares by the Proposed Transferee shall be made from the Selling Stockholder Shareholder and each Participating Stockholder pro rata the Preferred Holders, electing to participate under this Section 4, PRO RATA based upon the relative number of the Shares that the Selling Stockholder Shareholder and each Participating Stockholder is the Preferred Holders, electing to participate are otherwise entitled to sell pursuant to this Section 2.3(a4. (d) Each Investor who elects to participate in the sale pursuant to this Section 4 shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent that number of shares of Series A Preferred Stock which is at such time convertible into the number of shares of Common Stock which such Investor elects to sell; PROVIDED, HOWEVER, that such Investor may convert such Series A Preferred Stock into Common Stock and deliver Common Stock as provided in Section 4(e) below. The Company and the Investor agree to make any such conversion concurrent with the actual transfer of such shares to the Proposed Transferee. (e) The stock certificate or certificates that the Investor delivers to the Selling Shareholder pursuant to Section 4(d) shall be transferred to the Proposed Transferee in consummation of the sale of the Shares pursuant to the terms and conditions specified in the notice required by Section 4(b), and the Selling Shareholder shall concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any Proposed Transferee or other purchasers prohibit such assignment or otherwise refuses to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder, the Selling Shareholder shall not sell to such Proposed Transferee or other purchasers any Shares unless and until, simultaneously with such sale, the Proposed Transferee shall purchase such shares or other securities from such Investor on the same terms and conditions specified in the notice required by Section 4(b). (df) If any Shares are sold pursuant to this Section 2.3 4 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this AgreementAgreement as if he or she were a Current Shareholder. (g) The exercise or non-exercise of the rights of the Investors under this Section 4 to participate in the transfer of 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 4.

Right of Participation in Sales. (a) If at any time a Stockholder desires any Founder wishes to sell sell, or otherwise dispose of any Shares owned by him such Founder to any person (the "Purchaser") in a Proposed Transferee, and those Shares transaction which is subject to be transferred have not been purchased by the Company or other Stockholders under provisions of Section 2.22 hereof, each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) Investor shall have the right to sell to the Proposed Transfereerequire, as a condition to such sale by or disposition, that the Selling Stockholder, Purchaser purchase from said Investor at the same price per share and on the same terms and conditions as involved in such sale or disposition by such Founder the Selling Stockholder, a pro rata portion same percentage of the amount of Conversion Shares proposed owned and deemed to be sold to the Proposed Transferee. The “pro rata portion” of Shares which a Stockholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held owned hereunder by such person) which are then held by the Participating Stockholder Investor as such sale or disposition (as defined below), and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securitiesfinally consummated) which are represents with respect to said Shares then held owned by the Selling Stockholder and all Stockholders such Founder. Each Investor wishing so to participate in any such sale under this Section 2.3. (b) Each Stockholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 shall, after complying with the provisions of Section 2.2, give to each other Stockholder notice or disposition shall notify such Founder of such proposed saleintention as soon as practicable after receipt of the Offer made pursuant to Section 2, and stating in all events within fifteen (15) days after receipt thereof. In the event that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.2. Such notice an Investor shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder wishing elect to participate in such sale (a “Participating Stockholder”) or disposition, said Investor shall notify individually communicate such election to such Founder, which communication shall be delivered by hand or mailed to such Founder at the Selling Stockholder address set forth in writing of such intention within 15 days after such Participating Stockholder’s receipt of the notice described in the preceding sentence. (c) The Selling Stockholder and Section 9 below. Such Founder and/or each Participating Stockholder participating Investor shall sell to the Proposed Transferee Purchaser all, or at the option of the Proposed TransfereePurchaser, any part of the Shares and Conversion Shares (as the case may be) proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee Purchaser than those in the notice provided by the Selling Stockholder under Section 2.3(b) aboveoriginally offered; providedPROVIDED, howeverHOWEVER, that any purchase of less than all of such Shares and Conversion Shares (as the case may be) by the Proposed Transferee Purchaser shall be made from the Selling Stockholder and such Founder and/or each Participating Stockholder pro rata participating Investor based upon a fraction, the relative numerator of which is the number of Shares or Conversion Shares (as the case may be) of the Company then owned by such Founder or such participating Investor and the denominator of which is the aggregate number of Shares that and Conversion Shares held by and deemed to be held by such Founder and all of the Selling Stockholder participating Investors. Such Founder shall use his or her best efforts to obtain the agreement of the Purchaser to the participation of the participating Investors in the contemplated sale, and each Participating Stockholder is otherwise entitled shall not sell any Shares to sell such Purchaser if such Purchaser declines to permit the participating Investors to participate pursuant to Section 2.3(a). (d) If any Shares are sold pursuant to the terms of this Section 2.3 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the 4. The provisions of this AgreementSection 4 shall not apply to the sale of any Shares by a Founder to an Investor pursuant to an Offer under Section 2.

Right of Participation in Sales. (a) If at any time a Stockholder Xx. Xxxxxxxxx desires to sell or transfer all or any part of his shares of Class B Common Stock or Common Stock Conversion Shares to a Person (a "Purchaser"), Xx. Xxxxxxxxx (the "Selling Shareholder") shall promptly give written notice (the "Offer" for the purposes of this Section 3) to the Preferred Shareholders. The Offer shall disclose the identity of the Purchaser, the number of shares of Class B Common Stock or Common Stock Conversion Shares to be sold or transferred, the total number of shares of Class B Common Stock and Common Stock Conversion Shares owned by him the Selling Shareholder, the terms and conditions, including price, (calculated in the case of shares of Class B Common Stock by treating such shares as then converted to a Proposed TransfereeCommon Stock Conversion Shares) of the proposed sale, and those Shares any other material facts relating to be transferred have not been purchased by the Company or other Stockholders under Section 2.2, each of the other Stockholders proposed sale. (other than those who have elected to purchase Shares pursuant to Section 2.2b) Each Preferred Shareholder shall have the right to sell to the Proposed TransfereePurchaser, as a condition to such sale by the such Selling StockholderShareholder desiring to sell, at the same price per share (calculated in the case of shares of Series A Preferred Stock by treating such shares as then converted to Common Stock Conversion Shares and shares of the Company's Series B Preferred Stock, $.01 par value, per share (the "Series B Preferred Stock")) and on the same terms and conditions as involved in such sale by the Selling StockholderShareholder, a pro rata portion all or any part of the amount of Shares proposed to be sold to the Proposed Transferee. The “pro rata portion” of Shares which a Stockholder shall be entitled to sell to the Proposed Transferee shall be that number of Common Stock Conversion Shares as shall equal to the product obtained by multiplying (i) the aggregate number of Offered Common Stock Conversion Shares proposed to be sold to covered by the Proposed Transferee multiplied Offer by (ii) a fraction, fraction the numerator of which is the aggregate of all shares number of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities Conversion Shares held by such person) which are then held by Preferred Shareholder at the Participating Stockholder (as defined below), time of the sale or transfer and the denominator of which is the aggregate of all shares total number of Common Stock Conversion Shares (including calculated by treating such shares issuable upon conversion as then converted to Common Stock Conversion Shares) held at the time of the sale or exercise of Preferred Stock warrants, options or other convertible securities) which are then held transfer by the Selling Stockholder Shareholder and all Stockholders wishing the Preferred Shareholders exercising their rights of participation hereunder (such Preferred Shareholder being herein called a "Participating Shareholder"); provided, however, that any Participating Shareholder shall not be required to deliver to the Purchaser any Series B Preferred Stock or any other property other than the Common Stock Conversion Shares in connection with the proposed purchase by the Purchaser. (c) If a Participating Shareholder wishes to so participate in any sale under this Section 2.3. (b) Each Stockholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 shall3, after complying with the provisions of Section 2.2he, give to each other Stockholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.2. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder wishing to participate in such sale (a “Participating Stockholder”) she or it shall notify the Selling Stockholder Shareholder in writing of such intention within 15 days as soon as practicable after such the Participating Stockholder’s Shareholder's receipt of the Offer, and in any event within 30 days after the date the notice described in of the preceding sentenceOffer was given. Such notification shall be delivered to the Selling Shareholder (with copies to the Company and the Preferred Shareholders). (cd) The Selling Stockholder Shareholder and each other Participating Stockholder Shareholders shall sell to the Proposed Transferee Purchaser all, or at the option of the Proposed TransfereePurchaser, any part of the Common Stock Conversion Shares proposed to be sold by them at not less more than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee Purchaser than those in the notice provided by the Selling Stockholder under Section 2.3(b) aboveOffer; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee Purchaser shall require the consent of each Participating Shareholder and shall be made from the Selling Stockholder Shareholder and each the Participating Stockholder Shareholders pro rata based upon the relative number amount of the Shares that the Selling Stockholder Shareholder and each the Participating Stockholder is Shareholders are otherwise entitled to sell pursuant to Section 2.3(a)3(b) hereof. (de) If Each Participating Shareholder who is a holder of Series A Preferred Stock shall effect its participation in the sale by converting its Series A Preferred Stock into Series B Preferred Stock and Class A Common Stock and then promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of Class A Common Stock which such Participating Shareholder elects to sell. The Company agrees to make any Shares are sold pursuant such conversion concurrent with the actual transfer of such shares to the Purchaser. The Participating Shareholders shall be under no obligation to transfer any shares of Series B Preferred Stock received upon such conversion as a result of the operation of this Section 2.3 3. (f) The rights afforded by this Section 3 shall be inapplicable where Xx. Xxxxxxxxx elects to transfer any purchaser who is not a party or all of his Class B Common Stock to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreementan Eligible Class B Stockholder.

Right of Participation in Sales. (a) If at any time a Stockholder any Non-Investor Shareholder desires to sell all or any part of the Shares owned by him him, her or it to a Proposed Transferee, any third party (the "Selling Shareholder'") and those Shares to be transferred have not been purchased by the Company or other Stockholders Investors under Section 2.23, each of the other Stockholders (other than those who have elected to purchase Shares pursuant to Section 2.2) Investor shall have the right to sell to the Proposed Transfereethird party, as a condition to such sale by the Selling StockholderShareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling StockholderShareholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transfereethird party. The “"pro rata portion” " of Shares which a Stockholder the Investor shall be entitled to sell to the Proposed Transferee third party shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee third party multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable Shares which the Investor wishing to participate in the sale then holds or has the right to acquire upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) warrants which are then held by the Participating Stockholder (as defined below)exercisable, and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) Shares which are then held by the Selling Stockholder and all Stockholders investors wishing to participate in any sale under this Section 2.34, including the Selling Shareholder, or which such Persons have the right to acquire upon exercise of options or warrants which are then exercisable. (b) Each Stockholder who If the Selling Shareholder wishes to make a sale to a Proposed Transferee third party which is subject to this Section 2.3 4, the Selling Shareholder shall, after complying with the provisions of Section 2.23, give to each other Stockholder Investor notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.23. Such notice shall be given at least 20 twenty (20) days prior to the date of the proposed sale to the Proposed Transfereethird party. Each other Stockholder Investor wishing to so participate in such any sale (a “Participating Stockholder”) under this Section 4 shall notify the Selling Stockholder Shareholder in writing of such intention within 15 fifteen (15) days after such Participating Stockholder’s Non-Investor Shareholder's receipt of the notice described in the preceding sentence. (c) The Selling Stockholder Shareholder and each Participating Stockholder participating Investor shall sell to the Proposed Transferee third party all, or at the option of the Proposed Transfereethird party, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee third party than those in the notice provided by the Selling Stockholder Shareholder under Section 2.3(bsubparagraph (b) above; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee third party shall be made from the Selling Stockholder Shareholder and each Participating Stockholder participating Investor pro rata based upon the relative number of the Shares that the Selling Stockholder Shareholder and each Participating Stockholder participating Shareholder is otherwise entitled to sell pursuant to Section 2.3(a4(a). (d) If any Shares are sold pursuant to this Section 2.3 4 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement.

Right of Participation in Sales. (a) If at any time a Stockholder Shareholder (a "Selling Shareholder") desires to sell all or any part of the Shares owned by him such Shareholder to a Proposed Transferee, (unless the entire transfer is pursuant to Section 2) and those Shares to be transferred have not been purchased by the Company or other Stockholders another Shareholder under Section 2.23 or Section 4 hereof, each of the other Stockholders Other Shareholder (other than those who have unless it has elected to purchase Shares pursuant to Section 2.23 or has had its offer to purchase Shares accepted pursuant to Section 4 hereof) shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling Stockholder, Shareholder at the same price per share and on the same terms and conditions as involved in such sale by the Selling Stockholder, Shareholder a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “"pro rata portion” " of Shares which a Stockholder each Other Shareholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below)Other Shareholder, and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder Shareholder and all Stockholders Other Shareholders wishing to participate in any sale under this Section 2.35. (b) Each Stockholder Selling Shareholder who wishes to make a sale to a Proposed Transferee which is subject to this Section 2.3 5 shall, after complying with the provisions of Section 2.23 or Section 4, as applicable, give to each other Stockholder Other Shareholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer or the Investor Offer as discussed in Section 2.23 or Section 4, as applicable. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transferee. Each other Stockholder Other Shareholder wishing to so participate in such any sale (a “Participating Stockholder”) under this Section 5 shall notify the Selling Stockholder Shareholder in writing of such intention within 15 days after such Participating Stockholder’s Other Shareholder's receipt of the notice described in the preceding sentence. (c) The Selling Stockholder Shareholder and each Participating Stockholder participating Other Shareholder shall sell to the Proposed Transferee all, or at the option of the Proposed Transferee, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those in the notice provided by the Selling Stockholder Shareholder under Section 2.3(bsubparagraph (b) above; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee shall be made from the Selling Stockholder Shareholder and each Participating Stockholder participating Other Shareholder pro rata based upon the relative number of the Shares that the Selling Stockholder Shareholder and each Participating Stockholder participating Other Shareholder is otherwise entitled to sell pursuant to Section 2.3(a5(a). (d) If any Shares are sold pursuant to this Section 2.3 5 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement.

Right of Participation in Sales. (a) If at any time a Stockholder following compliance with the provisions of Section 3 (if applicable), any Selling Management Shareholder desires to sell transfer all or any part of the Shares owned by him or it to a Proposed Transfereeany third party (not including the Company), and those Shares to be transferred have not been purchased by the Company or other Stockholders under Section 2.2, then each of the other Stockholders Other Shareholder (other than those who have elected to purchase Shares pursuant to Section 2.23) shall have the right to sell to the Proposed Transfereethird party, as a condition to such sale by the Selling StockholderManagement Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling StockholderManagement Shareholder, a pro rata portion of the amount of --- ---- Shares proposed to be sold to the Proposed Transfereethird party; provided, however, that such -------- ------- right shall not apply to any sale or transfer by a Management Shareholder to the Company. The “"pro rata portion” " of Shares which a Stockholder the Other Shareholder shall be --- ---- entitled to sell to the Proposed Transferee third party shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee third party multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below)Other Shareholder wishing to participate in the sale or issuable upon exercise of Warrants held by such Other Shareholder, and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder and all Stockholders Other Shareholders wishing to participate in any sale under this Section 2.34 or issuable upon exercise of Warrants held by such Other Shareholders, including the Selling Management Shareholder. (b) Each Stockholder who If the Selling Management Shareholder wishes to make a sale to a Proposed Transferee third party which is subject to this Section 2.3 4, the Selling Management Shareholder shall, after complying with the provisions of Section 2.23, give to each other Stockholder Other Shareholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.23. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transfereethird party. Each other Stockholder Other Shareholder wishing to so participate in such any sale (a “Participating Stockholder”) under this Section 4 shall notify the Selling Stockholder selling Management Shareholder in writing of such intention within 15 days after such Participating Stockholder’s Other Shareholder's receipt of the notice described in the preceding sentence. (c) The Selling Stockholder Management Shareholder and each Participating Stockholder participating Other Shareholder shall sell to the Proposed Transferee third party all, or at the option of the Proposed Transfereethird party, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee third party than those in the notice provided by the Selling Stockholder Management Shareholder under Section 2.3(bsubparagraph (b) above; provided, however, that any purchase -------- ------- of less than all of such Shares by the Proposed Transferee third party shall be made from the Selling Stockholder Management Shareholder and each Participating Stockholder participating Other Shareholder pro rata --- ---- based upon the relative number of the Shares that the Selling Stockholder Management Shareholder and each Participating Stockholder participating Other Shareholder is otherwise entitled to sell pursuant to Section 2.3(a4(a). (d) If any Shares are sold pursuant to this Section 2.3 4 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this AgreementAgreement .

Right of Participation in Sales. (a) If at any time a Stockholder any Shareholder desires to sell all or any part of the Shares owned by him or it to a Proposed Transfereeany third party (the "Selling Shareholder"), and those Shares to be transferred have not been purchased by the Company or other Stockholders and the Investors under Section 2.23, or the Management Shareholders under Section 5, as the case may be, each of the other Stockholders Shareholders (other than those who have elected to purchase Shares pursuant to Section 2.23 or Section 5, as the case may be) shall have the right to sell to the Proposed Transfereethird party, as a condition to such sale by the Selling StockholderShareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling StockholderShareholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transfereethird party. The “"pro rata portion” " of Shares which a Stockholder Shareholder shall be entitled to sell to the Proposed Transferee third party shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee third party multiplied by a fraction, the numerator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock, warrants, options or other convertible securities held by such person) which are then held by the Participating Stockholder (as defined below)Shareholder wishing to participate in the sale, and the denominator of which is the aggregate of all shares of Common Stock (including shares issuable upon conversion or exercise of Preferred Stock warrants, options or other convertible securities) which are then held by the Selling Stockholder Management Shareholder and all Stockholders Investors wishing to participate in any sale under this Section 2.34, including the Selling Shareholder. (b) Each Stockholder who If the Selling Shareholder wishes to make a sale to a Proposed Transferee third party which is subject to this Section 2.3 4, the Selling Shareholder shall, after complying with the provisions of Section 2.23 or 5, as the case may be, give to each other Stockholder Shareholder notice of such proposed sale, and stating that all Offered Shares were not purchased pursuant to the Offer as discussed in Section 2.23 or 5. Such notice shall be given at least 20 days prior to the date of the proposed sale to the Proposed Transfereethird party. Each other Stockholder Shareholder wishing to so participate in such any sale (a “Participating Stockholder”) under this Section 4 shall notify the Selling Stockholder Shareholder in writing of such intention within 15 days after such Participating Stockholder’s Shareholder's receipt of the notice described in the preceding sentence. (c) The Selling Stockholder Shareholder and each Participating Stockholder participating Shareholder shall sell to the Proposed Transferee third party all, or at the option of the Proposed Transfereethird party, any part of the Shares proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee third party than those in the notice provided by the Selling Stockholder Shareholder under Section 2.3(bsubparagraph (b) above; provided, however, that any purchase of less than all of such Shares by the Proposed Transferee third party shall be made from the Selling Stockholder Shareholder and each Participating Stockholder participating Shareholder pro rata based upon the relative number of the Shares that the Selling Stockholder Shareholder and each Participating Stockholder participating Shareholder is otherwise entitled to sell pursuant to Section 2.3(a4(a). (d) If any Shares are sold pursuant to this Section 2.3 4 to any purchaser who is not a party to this Agreement, the purchaser of such Shares shall execute a counterpart of this Agreement as a precondition to the purchase of such Shares and such Shares shall continue to be subject to the provisions of this Agreement.