Common use of Stockholders' Option to Purchase Clause in Contracts

Stockholders' Option to Purchase. (a) The New Investors shall have the first right of first refusal (the “Investor ROFR”), exercisable for a period of 10 business days from the date of delivery of the Founder Notice (the “Investor ROFR Period”), to purchase any or all of their pro rata portion of the Offered Shares for the consideration per share and on the terms and conditions set forth in the Founder Notice, with the pro rata portion of the Offered Shares being determined by multiplying (x) the number of Shares then held by a New Investor, by (y) a fraction, the numerator of which shall be the aggregate number of Shares then held by such New Investor and the denominator of which shall be the total number of Shares then held by all New Investors. The Investor ROFR shall be exercised by delivery by the New Investors of written notice to the Selling Founder and the Secretary of the Company specifying the number of Shares to be purchased (the “Investor ROFR Notice”). Alternatively, the New Investors may within the Investor ROFR Period, notify the Selling Founder and the Secretary of the Company of their desire to participate in the sale of the Shares on the terms set forth in the Founder Notice in accordance with Section 5.6, and the number of Shares such New Investor wishes to sell pursuant to such provision (such Shares, the “Participating Shares”). (b) If options to purchase have been exercised pursuant to Section 5.4(a) for some but not all of the Offered Shares by the end of the Investor ROFR Period, then the Company shall, promptly after the expiration of the Investor ROFR Period, send written notice (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 5.4(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Shares on the terms and conditions set forth in the Founder Notice. To exercise such option, an Exercising Investor must deliver written notice to the Selling Founder and the Secretary of the Company within five (5) days after the expiration of the Investor ROFR Period (the “Undersubscription Period”). In the event there are two or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 5.4(b) shall be allocated to such Exercising Investors pro rata based on the number of Offered Shares such Exercising Investors have elected to purchase pursuant to the Investor ROFR (without giving effect to any Offered Shares that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall promptly notify all of the New Investors and the Selling Founder of that fact. (c) The closing of the purchase of the Offered Shares pursuant to this Section 5.4 shall take place at the offices of the Company no later than five (5) business days after the earlier of (i) the date upon which the New Investors shall have exercised the Investor ROFR for all of the Offered Shares and (ii) the earlier of the expiration of the Company ROFR Period (as defined below) and the date on which the Company provides written notice exercising or refusing to exercise the Company ROFR (as defined below) (the “ROFR Purchase Date”). At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the applicable Stockholder(s) electing to purchase the Offered Shares in accordance with this Section 5.4 at a time and place specified by such Stockholder(s) by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blank. (d) If all of the New Investors fail to exercise the Investor ROFR during the Investor ROFR Period, the New Investors shall be deemed to have rejected the Investor ROFR. (e) At the end of the Investor ROFR Period or Undersubscription Period, as applicable, any Offered Shares that have not been designated for purchase by the New Investors shall be referred to as the “Remaining Shares”.

Stockholders' Option to Purchase. If the Company does not elect to purchase all of the Affected Shares within the Company Option Period, it shall provide notice to the Stockholders of the same, which notice must indicate the Agreed Value for the Affected Shares. The Stockholders other than the Affected Stockholder (athe “Remaining Stockholders”) The New Investors shall have the first exclusive right and option at any time from the earlier of first refusal their receipt of such notice from the Company or the expiration of the Company Option Period, until the date that is one hundred twenty (120) days following the Company’s receipt of notice of the Repurchase Event (the “Investor ROFR”), exercisable for a period of 10 business days from the date of delivery of the Founder Notice (the “Investor ROFR Stockholder Option Period”), to purchase any or all of their pro rata portion all, but not less than all, of the Offered remaining Affected Shares for the consideration per share and on the price, terms and conditions set forth in this Agreement. Each Remaining Stockholder may exercise such right only by giving written notice of exercise to the Founder NoticeAffected Stockholder (each, an “Acceptance”), with a copy to the pro rata portion of Company, during the Offered Shares being determined by multiplying (x) Stockholder Option Period. A Remaining Stockholder’s Acceptance shall specify the number of Affected Shares then held by a New Investor, by (y) a fraction, that such Remaining Stockholder desires to purchase. To the numerator of which shall be extent the aggregate number of shares that the Remaining Stockholders desire to purchase (as evidenced in their respective Acceptances) exceeds the remaining Affected Shares, each Remaining Stockholder shall have priority, up to the number of Affected Shares then specified in such Remaining Stockholder’s Acceptance, to purchase that portion of the Affected Shares which the shares of Common Stock held by such New Investor and the denominator of which shall be Remaining Stockholder bears to the total number of Shares then shares of Common Stock held by all New InvestorsRemaining Stockholders who have submitted an Acceptance. The Investor ROFR number of Affected Shares not purchased on such a priority basis shall be exercised by delivery by the New Investors of written notice allocated in one or more successive allocations to the Selling Founder Remaining Stockholders desiring to purchase more Affected Shares based upon the same formula. If the Company and the Secretary Remaining Stockholders do not collectively elect to purchase all of the Company specifying the number of Shares to be purchased (the “Investor ROFR Notice”). Alternatively, the New Investors may within the Investor ROFR Period, notify the Selling Founder and the Secretary of the Company of their desire to participate in the sale of the Shares on the terms set forth in the Founder Notice in accordance with Section 5.6, and the number of Shares such New Investor wishes to sell pursuant to such provision (such Affected Shares, the “Participating Shares”). (b) If options to purchase have been exercised pursuant to Section 5.4(a) for some but Affected Stockholder’s heirs or successors in interest, as the case may be, shall retain the Affected Shares not all of the Offered Shares so purchased by the end of Company and/or the Investor ROFR Period, then the Company shall, promptly after the expiration of the Investor ROFR Period, send written notice (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shallRemaining Stockholders, subject to the provisions of this Section 5.4(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Shares on the terms and conditions set forth in the Founder Notice. To exercise such option, an Exercising Investor must deliver written notice to the Selling Founder and the Secretary of the Company within five (5) days after the expiration of the Investor ROFR Period (the “Undersubscription Period”). In the event there are two or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 5.4(b) shall be allocated to such Exercising Investors pro rata based on the number of Offered Shares such Exercising Investors have elected to purchase pursuant to the Investor ROFR (without giving effect to any Offered Shares that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall promptly notify all of the New Investors and the Selling Founder of that fact4.4 hereof. (c) The closing of the purchase of the Offered Shares pursuant to this Section 5.4 shall take place at the offices of the Company no later than five (5) business days after the earlier of (i) the date upon which the New Investors shall have exercised the Investor ROFR for all of the Offered Shares and (ii) the earlier of the expiration of the Company ROFR Period (as defined below) and the date on which the Company provides written notice exercising or refusing to exercise the Company ROFR (as defined below) (the “ROFR Purchase Date”). At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the applicable Stockholder(s) electing to purchase the Offered Shares in accordance with this Section 5.4 at a time and place specified by such Stockholder(s) by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blank. (d) If all of the New Investors fail to exercise the Investor ROFR during the Investor ROFR Period, the New Investors shall be deemed to have rejected the Investor ROFR. (e) At the end of the Investor ROFR Period or Undersubscription Period, as applicable, any Offered Shares that have not been designated for purchase by the New Investors shall be referred to as the “Remaining Shares”.

Stockholders' Option to Purchase. If the Company does not elect to purchase all of the Transferred Company Securities pursuant to Section 4.1(c), then each Investor Stockholder (aother than the Transferor Stockholder) The New Investors (each, an “Offeree Stockholder”) shall have the first right of first refusal (the “Investor ROFR”)option, exercisable for a period of 10 business days from ten (10) Business Days after the date earlier of delivery receipt by the Transferor Stockholder and the Offeree Stockholders of notice by the Company that the Company has so elected or the expiration of the Founder Notice ten (the “Investor ROFR Period”10) Business Day option period set forth in Section 4.1(c), to purchase any or all of their pro rata portion of the Offered Shares for the consideration per share and purchase, on the terms and conditions set forth contained in the Founder Transfer Notice, with the pro rata portion up to its Proportionate Share of the Offered Shares being determined by multiplying remaining Transferred Company Securities plus any Excess Transferred Company Securities described below; provided, that the Offeree Stockholders shall not have the right to purchase less than all of the Transferred Company Securities unless (xi) the number Company and the Offeree Stockholders collectively elect to purchase all of Shares then held by a New Investor, by the Transferred Company Securities or (yii) a fraction, the numerator Transferor Stockholder consents to the purchase of which less than all of the Transferred Company Securities. Each Offeree Stockholder’s option to purchase the Transferred Company Securities hereunder shall be the aggregate number of Shares then held exercisable by such New Investor and the denominator of which shall be the total number of Shares then held by all New Investors. The Investor ROFR shall be exercised by delivery by the New Investors of delivering written notice to such effect, prior to the Selling Founder expiration of such ten (10) Business Day option period, to the Transferor Stockholder, the Company and the Secretary each of the Company specifying the number of Shares to be purchased other Offeree Stockholders (the each, a “Investor ROFR Purchaser’s Notice”). Alternatively, Each Offeree Stockholder shall have the New Investors right and may within the Investor ROFR Period, notify the Selling Founder and the Secretary of the Company of their indicate in its Purchaser’s Notice its desire to participate in the sale purchase of the Shares on the terms set forth in the Founder Notice in accordance with Section 5.6, and the number of Shares such New Investor wishes to sell pursuant to such provision (such Shares, the “Participating Shares”). (b) If options to purchase have been exercised pursuant to Section 5.4(a) for some but not all of the Offered Shares by the end of the Investor ROFR Period, then the Transferred Company shall, promptly after the expiration of the Investor ROFR Period, send written notice (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 5.4(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Shares on the terms and conditions set forth in the Founder Notice. To exercise such option, an Exercising Investor must deliver written notice to the Selling Founder and the Secretary of the Company within five (5) days after the expiration of the Investor ROFR Period (the “Undersubscription Period”). In the event there are two or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares Securities in excess of the number available, the remaining shares available for purchase its Proportionate Share. The failure of an Offeree Stockholder to exercise its option under this Section 5.4(b4.1(d) shall be allocated to within such Exercising Investors pro rata based on the number of Offered Shares such Exercising Investors have elected to purchase pursuant to the Investor ROFR ten (without giving effect to any Offered Shares that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall promptly notify all of the New Investors and the Selling Founder of that fact. (c10) The closing of the purchase of the Offered Shares pursuant to this Section 5.4 shall take place at the offices of the Company no later than five (5) business days after the earlier of (i) the date upon which the New Investors shall have exercised the Investor ROFR for all of the Offered Shares and (ii) the earlier of the expiration of the Company ROFR Period (as defined below) and the date on which the Company provides written notice exercising or refusing to exercise the Company ROFR (as defined below) (the “ROFR Purchase Date”). At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the applicable Stockholder(s) electing to purchase the Offered Shares in accordance with this Section 5.4 at a time and place specified by such Stockholder(s) by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blank. (d) If all of the New Investors fail to exercise the Investor ROFR during the Investor ROFR Period, the New Investors Business Day period shall be deemed to have rejected be an election by such Offeree Stockholder not to purchase the Investor ROFR. (e) At the end Transferred Company Securities. If any Offeree Stockholder elects not to purchase all of its Proportionate Share of the Investor ROFR Period or Undersubscription PeriodTransferred Company Securities, as applicable, any Offered Shares that have not been designated then the Transferred Company Securities which were available for purchase by all such declining Offeree Stockholders (the “Excess Transferred Company Securities”) shall automatically be deemed to be accepted for purchase by the New Investors Offeree Stockholders who indicated in their respective Purchaser’s Notices a desire to participate in the purchase of Transferred Company Securities in excess of their respective Proportionate Shares. Unless otherwise agreed by all of the Offeree Stockholders participating in the purchase, each such Offeree Stockholder shall be referred to as purchase its Proportionate Share of the “Remaining Shares”Excess Transferred Company Securities (computed on the basis of the Offeree Stockholders who participate in the purchase of Excess Transferred Company Securities).

Stockholders' Option to Purchase. (a) The New Investors Other Stockholders shall have the first right of first refusal (the “Investor ROFR”)an option, exercisable for a period of 10 business thirty (30) days from the date of delivery of the Founder Notice Offer Notice, to purchase, on a pro rata basis according to the number of shares of Common Stock that each owns or which are issuable upon conversion of all Securities beneficially owned by such Stockholder (the “Investor ROFR Period”calculated on a fully diluted basis), to purchase any or all of their pro rata portion of the Offered Shares Securities for the consideration per share and on the terms and conditions set forth in the Founder Offer Notice, with the pro rata portion of the Offered Shares being determined by multiplying (x) the number of Shares then held by a New Investor, by (y) a fraction, the numerator of which shall be the aggregate number of Shares then held by such New Investor and the denominator of which shall be the total number of Shares then held by all New Investors. The Investor ROFR Such option shall be exercised by delivery by the New Investors such Stockholder of written notice to the Selling Founder Stockholder and the Secretary of the Company specifying the number of Shares to be purchased (the “Investor ROFR Notice”). Alternatively, the New Investors may within the Investor ROFR Period, notify the Selling Founder and the Secretary of the Company of their desire to participate in the sale of the Shares on the terms set forth in the Founder Notice in accordance with Section 5.6, and the number of Shares such New Investor wishes to sell pursuant to such provision (such Shares, the “Participating Shares”)Company. (b) If In the event options to purchase have been exercised pursuant by the Stockholders with respect to Section 5.4(a) for some but not all of the Offered Shares by Securities, those Stockholders who have exercised their options within the end thirty (30)-day period specified in Section 3.2(a) shall have an additional option, for a period of the Investor ROFR Period, then the Company shall, promptly after ten (10) days next succeeding the expiration of the Investor ROFR Periodsuch thirty (30)-day period, send written notice (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 5.4(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Shares Securities on the terms and conditions set forth in the Founder Offer Notice. To exercise such option, an Exercising Investor must deliver which option shall be exercised by the delivery of written notice Offer Notice to the Selling Founder and the Secretary of the Company within five (5) days after the expiration in accordance with Section 7.8 of the Investor ROFR Period (the “Undersubscription Period”)this Agreement. In the event there are two or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares Offered Securities in excess of the number available, the remaining shares Offered Securities available for purchase under this Section 5.4(b) each such Stockholder's option shall be allocated to such Exercising Investors Stockholder pro rata based on the number of Offered Shares such Exercising Investors have elected to purchase pursuant to Securities beneficially owned by the Investor ROFR Stockholders so electing. (without giving effect to any Offered Shares that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). c) If the options to purchase the remaining shares Offered Securities are exercised in full by the Exercising InvestorsStockholders, the Company shall promptly immediately notify all of the New Investors and the Selling Founder exercising Stockholders of that fact. (c) . The closing of the purchase of the Offered Shares pursuant to this Section 5.4 Securities shall take place at the offices of the Company no later than five ten (510) business days after the earlier date of (i) the date upon which the New Investors shall have exercised the Investor ROFR for all of the Offered Shares and (ii) the earlier of the expiration of the Company ROFR Period (as defined below) and the date on which the Company provides written such notice exercising or refusing to exercise the Company ROFR (as defined below) (the “ROFR Purchase Date”). At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the applicable Stockholder(s) electing to purchase the Offered Shares in accordance with this Section 5.4 at a time and place specified by such Stockholder(s) by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blankStockholders. (d) If all of the New Investors fail to exercise the Investor ROFR during the Investor ROFR Period, the New Investors shall be deemed to have rejected the Investor ROFR. (e) At the end of the Investor ROFR Period or Undersubscription Period, as applicable, any Offered Shares that have not been designated for purchase by the New Investors shall be referred to as the “Remaining Shares”.

Stockholders' Option to Purchase. (a) The New Investors In the event the Company elects to purchase less than all of the Offered Shares pursuant to Section 5 above, then the Selling Holder shall have the first right of first refusal deliver a notice (the “Investor ROFR”"Stockholder Notice") to the Company and to each other Stockholder who, together with its Affiliates, then holds at least 2% of the then outstanding Capital Stock of the Company, on an as converted to Common Stock basis (each a "Qualified Stockholder"), which Stockholder Notice shall be in the form and substance satisfactory to the Company, granting each Qualified Stockholder an option, exercisable for a period of 10 business 15 days from the date of delivery of the Founder Notice (the “Investor ROFR Period”)Stockholder Notice, to purchase any or all of their pro rata portion of the Offered Remaining Shares for the consideration per share and on the terms and conditions set forth in the Founder Notice, with the pro subject to a pro-rata portion of the Offered Shares being determined reduction, if necessary, as provided by multiplying (xSection 6(b) the number of Shares then held by a New Investor, by (y) a fraction, the numerator of which shall be the aggregate number of Shares then held by such New Investor and the denominator of which shall be the total number of Shares then held by all New Investorsbelow. The Investor ROFR Such option shall be exercised by delivery by the New Investors such Qualified Stockholder of written notice to the Selling Founder and the Holder, Secretary of the Company specifying and to the number of Shares to be purchased (the “Investor ROFR Notice”). Alternatively, the New Investors may within the Investor ROFR Period, notify the Selling Founder and the Secretary of the Company of their desire to participate in the sale of the Shares on the terms set forth in the Founder Notice in accordance with Section 5.6, and the number of Shares such New Investor wishes to sell pursuant to such provision (such Shares, the “Participating Shares”)other Qualified Stockholders. (b) If options to purchase have been exercised pursuant to Section 5.4(a) for some but not all of the Offered Shares by the end of the Investor ROFR Period, then the Company shall, promptly after the expiration of the Investor ROFR Period, send written notice (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 5.4(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Shares on the terms and conditions set forth in the Founder Notice. To exercise such option, an Exercising Investor must deliver written notice to the Selling Founder and the Secretary of the Company within five (5) days after the expiration of the Investor ROFR Period (the “Undersubscription Period”). In the event there are two or more such Exercising Investors that choose to Qualified Stockholders exercise the last-mentioned their option in Section 6(a) above, for a total number of remaining shares Remaining Shares in excess of the number available, then the remaining shares Remaining Shares available for purchase under this Section 5.4(b) each such Qualified Stockholder's option shall be allocated to such Exercising Investors Qualified Stockholder pro rata based on the number of Offered Shares held by such Exercising Investors have elected to purchase pursuant to Qualified Stockholder divided by the Investor ROFR total number of Shares held by all of the Qualified Stockholders so electing. (without giving effect to any Offered Shares that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). c) If the options to purchase the remaining shares Remaining Shares are exercised in full by the Exercising InvestorsQualified Stockholders, the Company shall promptly immediately notify all of the New Investors and the Selling Founder exercising Qualified Stockholders of that fact. (c) . The closing of the purchase of the Offered Remaining Shares pursuant to this Section 5.4 shall take place at the offices of the Company no later than five (5) business days after the earlier date of (i) the date upon which the New Investors shall have exercised the Investor ROFR for all of the Offered Shares and (ii) the earlier of the expiration of the Company ROFR Period (as defined below) and the date on which the Company provides written such notice exercising or refusing to exercise the Company ROFR (as defined below) (the “ROFR Purchase Date”). At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the applicable Stockholder(s) electing to purchase the Offered Shares in accordance with this Section 5.4 at a time and place specified by such Stockholder(s) by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blankQualified Stockholders. (d) If the Company or the Qualified Stockholders shall not have purchased all of the New Investors fail Offered Shares, subject to exercise the Investor ROFR during provisions of Section 7 below, then the Investor ROFR PeriodSelling Holder may sell such Remaining Shares to the Offeror on terms no more favorable to the Offeror than as set forth in the Notice within 90 days of the date of the Notice. Otherwise, such Shares must then again comply with the terms of this Agreement. Notwithstanding the foregoing, any Selling Holder may not transfer such Offered Shares to a competitor of the Company, unless otherwise agreed to by the Board of Directors of the Company. The definition of a competitor shall be determined by the Board of Directors of the Company, in its sole discretion. For purposes hereof, the New Investors Selling Holder shall be cooperate with the Company and provide all necessary information about such Offeror when deemed necessary and appropriate by the Board of Directors of the Company to have rejected determine whether a potential Offeror is a competitor of the Investor ROFRCompany. (e) At Any Qualified Stockholder may allow an Affiliate thereof to exercise the end rights of the Investor ROFR Period or Undersubscription Periodsuch Qualified Stockholder to purchase Shares under this Section 6, as applicable, any Offered Shares that have not been designated for purchase by the New Investors and such Affiliate shall be referred deemed to as be a Qualified Stockholder for purposes hereof; provided, however, that neither the “Remaining Shares”Company nor the Selling Holder shall be responsible for providing notice to any such Affiliate, and provided further that such Affiliate shall be required to comply with all applicable notice periods and other requirements under this Agreement.

Stockholders' Option to Purchase. (a) The New Investors 5.1. Subject to Sections 4.5 and 6.1, each Stockholder shall have the first right of first refusal (the “Investor ROFR”)an option, exercisable for a period of 10 business 15 days from the date of delivery of the Founder Notice (the “Investor ROFR Period”)Stockholder Notice, to purchase any or all of their purchase, on a pro rata portion basis according such Stockholder's "pro rata ownership interest" of Shares or Notes, as the Offered case may be, the Remaining Shares or Notes, as the case may be, for the consideration per share and on the same terms and conditions set forth in the Founder Notice, with the pro rata portion of the Offered Shares being determined by multiplying (x) the number of Shares then held by a New Investor, by (y) a fraction, the numerator of which . Such options shall be the aggregate number of Shares then held by such New Investor and the denominator of which shall be the total number of Shares then held by all New Investors. The Investor ROFR shall be exercised exercised, if at all, by delivery by the New Investors such Stockholder of written notice to the Secretary of the Company and the Initial Selling Founder and Stockholder. Alternatively, each Stockholder that is a holder of Co-Sale Shares or Notes, as the case may be, shall have the option, within the same 15-day period, to notify the Secretary of the Company specifying the number of Shares to be purchased (the “Investor ROFR Notice”). Alternatively, the New Investors may within the Investor ROFR Period, notify the Selling Founder and the Secretary Initial Selling Stockholder of the Company of their its desire to participate in the sale of the Offered Shares or Notes, as the case may be, on the same terms set forth in the Founder Notice in accordance with Section 5.6Notice, and the number of Co-Sale Shares such New Investor or Notes, as the case may be, it wishes to sell pursuant to such provision (such Shares, sell; provided that no Stockholder may exercise both of the “Participating Shares”)foregoing options. (b) If 5.2. In the event options to purchase have been exercised pursuant by the Stockholders with respect to Section 5.4(a) for some but not all of the Offered Remaining Shares by or Notes, as the end case may be, those Stockholders who have validly exercised their options within the 15-day period specified in Section 5.1 shall have an additional option, for a period of the Investor ROFR Period, then the Company shall, promptly after five days next succeeding the expiration of the Investor ROFR Periodsuch 15-day period, send written notice (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 5.4(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Remaining Shares or Notes, as the case may be, on the same terms and conditions set forth in the Founder Notice. To exercise such option, an Exercising Investor must deliver which option shall be exercised by the delivery of written notice to the Selling Founder and the Secretary of the Company within five (5) days after and the expiration of the Investor ROFR Period (the “Undersubscription Period”)Initial Selling Stockholder. In the event there are two or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares Remaining Shares or Notes, as the case may be, in excess of the number available, the remaining shares Remaining Shares or Notes, as the case may be, available for purchase under this Section 5.4(b) each such Stockholder's option shall be allocated to such Exercising Investors Stockholder pro rata based on the number "pro rata ownership interest" of Offered Shares such Exercising Investors have elected to purchase pursuant to or Notes, as the Investor ROFR (without giving effect to any Offered Shares that any such Exercising Investor has elected to purchase pursuant to case may be, of the Company Undersubscription Notice)Stockholders so electing. 5.3. If the options to purchase the remaining shares Remaining Shares or Notes, as the case may be, are exercised in full by the Exercising InvestorsStockholders, the Company shall promptly immediately notify all of the New Investors exercising Stockholders and the Initial Selling Founder Stockholder of that fact. (c) . The closing of the purchase of the Offered Remaining Shares pursuant to this Section 5.4 or Notes, as the case may be, shall take place at the offices of the Company or at such other place agreed upon by the parties no later than five (5) business seven days after the earlier date of (i) the date upon which the New Investors shall have exercised the Investor ROFR for all of the Offered Shares and (ii) the earlier of the expiration of the Company ROFR Period (as defined below) and the date on which the Company provides written such notice exercising or refusing to exercise the Company ROFR (as defined below) (the “ROFR Purchase Date”). At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the applicable Stockholder(s) electing to purchase the Offered Shares in accordance with this Section 5.4 at a time and place specified by such Stockholder(s) by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blankStockholders. (d) If all of the New Investors fail to exercise the Investor ROFR during the Investor ROFR Period, the New Investors shall be deemed to have rejected the Investor ROFR. (e) At the end of the Investor ROFR Period or Undersubscription Period, as applicable, any Offered Shares that have not been designated for purchase by the New Investors shall be referred to as the “Remaining Shares”.

Stockholders' Option to Purchase. 5.1 Subject to Section 6, each Stockholder other than the Selling Stockholder (athe "Non-Selling Stockholders") The New Investors shall have the first right of first refusal (the “Investor ROFR”)an option, exercisable for a period of 10 fifteen (15) business days from the date of delivery of the Founder Notice (the “Investor ROFR Period”)Notice, to purchase any or all of their purchase, on a pro rata portion basis according to the number of Shares owned by such Non-Selling Stockholder, the Offered Shares for the consideration per share and on the terms and conditions set forth in the Founder Notice, with the pro rata portion of the Offered Shares being determined by multiplying (x) the number of Shares then held by a New Investor, by (y) a fraction, the numerator of which shall be the aggregate number of Shares then held by such New Investor and the denominator of which shall be the total number of Shares then held by all New Investors. The Investor ROFR Such option shall be exercised by delivery by the New Investors such Non-Selling Stockholder of written notice to the Selling Founder and the Secretary of the Company specifying Company. Notwithstanding the number foregoing, in no event shall Vertex be entitled to exercise any rights under this Section 5 to the extent that any purchase hereunder by Vertex would result in Vertex holding more than ten percent (10%) of the Company's issued and outstanding shares of Series B Preferred or Series C Preferred. 5.2 Subject to the terms of Section 6, each Non-Selling Stockholder who does not elect to purchase Shares pursuant to be purchased (the “Investor ROFR Notice”). AlternativelySection 5.1 may, the New Investors may within the Investor ROFR Periodsame 15-day period referred to in Section 5.1, notify the Selling Founder and the Secretary of the Company of their its desire to participate in the sale of the Shares on the terms set forth in the Founder Notice in accordance with Section 5.6Notice, and the number number, class and series of Shares such New Investor it wishes to sell pursuant to such provision (such Shares, the “Participating Shares”)sell. (b) If 5.3 In the event options to purchase have been exercised pursuant by the Non-Selling Stockholders with respect to Section 5.4(a) for some but not all of the Offered Shares by Shares, those Non-Selling Stockholders who have exercised their options within the end 15-day period specified in Section 5.1 shall have an additional option, for a period of the Investor ROFR Period, then the Company shall, promptly after ten (10) days next succeeding the expiration of the Investor ROFR Periodsuch 15-day period, send written notice (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 5.4(b), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Shares on the terms and conditions set forth in the Founder Notice. To exercise such option, an Exercising Investor must deliver which option shall be exercised by the delivery of written notice to the Selling Founder and the Secretary of the Company within five (5) days after the expiration of the Investor ROFR Period (the “Undersubscription Period”)Company. In the event there are two or more such Exercising Investors Non-Selling Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares Offered Shares in excess of the number available, the remaining shares Offered Shares available for purchase under this Section 5.4(b) each such Non-Selling Stockholders option shall be allocated to such Exercising Investors Non-Selling Stockholder pro rata based on the number of Offered Shares such Exercising Investors have elected to purchase pursuant to owned by the Investor ROFR (without giving effect to any Offered Shares that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). Non-Selling Stockholder so electing. 5.4 If the options to purchase the remaining shares Offered Shares are exercised in full by the Exercising InvestorsNon-Selling Stockholders, the Company shall promptly immediately notify all of the New Investors and the Non-Selling Founder Stockholders of that fact. (c) . The closing of the purchase of the Offered Shares pursuant to this Section 5.4 shall take place at the offices of the Company no later than five (5) business days after the earlier date of (i) such notice to the date upon which the New Investors Non-Selling Stockholders. 5.5 The option to purchase provided for in this Section 5 shall not apply to any Approved Sale as that term is defined in Section 7. 5.6 The option provided for in this Section 5 shall have exercised the Investor ROFR for all of the Offered Shares and (ii) the earlier of the expiration of priority over any first refusal rights held by the Company ROFR Period (as defined below) and the date on which the Company provides written notice exercising or refusing by any other parties to exercise the Company ROFR (as defined below) (the “ROFR Purchase Date”). At such closing, the Selling Founder shall convey record and beneficial ownership of the Offered Shares to the applicable Stockholder(s) electing to purchase the Offered Shares in accordance with this Section 5.4 at a time and place specified by such Stockholder(s) by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blankAgreement. (d) If all of the New Investors fail to exercise the Investor ROFR during the Investor ROFR Period, the New Investors shall be deemed to have rejected the Investor ROFR. (e) At the end of the Investor ROFR Period or Undersubscription Period, as applicable, any Offered Shares that have not been designated for purchase by the New Investors shall be referred to as the “Remaining Shares”.

Stockholders' Option to Purchase. (a) The New Investors 4.1 Subject to Section 6.1, each Stockholder shall have the first right of first refusal (the “Investor ROFR”)an option, exercisable for a period of 10 business 15 days from the date of delivery of the Founder Notice (the “Investor ROFR Period”)Notice, to purchase any or all of their purchase, on a pro rata portion basis according to the number of Shares owned by such Stockholder, the Offered Shares Stock for the consideration per share and on the terms and conditions set forth in the Founder Notice, with the pro rata portion of the Offered Shares being determined by multiplying (x) the number of Shares then held by a New Investor, by (y) a fraction, the numerator of which shall be the aggregate number of Shares then held by such New Investor and the denominator of which shall be the total number of Shares then held by all New Investors. The Investor ROFR Such option shall be exercised by delivery by the New Investors of written notice to the Selling Founder and the Secretary of the Company specifying the number of Shares to be purchased (the “Investor ROFR Notice”). Alternatively, the New Investors may within the Investor ROFR Period, notify the Selling Founder and the Secretary of the Company of their desire to participate in the sale of the Shares on the terms set forth in the Founder Notice in accordance with Section 5.6, and the number of Shares such New Investor wishes to sell pursuant to such provision (such Shares, the “Participating Shares”)Company. (b) If 4.2 In the event options to purchase have been exercised pursuant by the Stockholders with respect to Section 5.4(a) for some but not all of the Offered Shares by Stock, those Stockholders who have exercised their options within the end 15-day period specified in Section 4.1 shall have an additional option, for a period of the Investor ROFR Period, then the Company shall, promptly after five days next succeeding the expiration of the Investor ROFR Period, send written notice such 15-day period (the “Company Undersubscription Notice”) to those New Investors who fully exercised their Investor ROFR within the Investor ROFR Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 5.4(b"20-day period"), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Offered Shares on the terms and conditions set forth in the Founder Notice. To exercise such option, an Exercising Investor must deliver which option shall be exercised by the delivery of written notice to the Selling Founder and the Secretary of the Company within five (5) days after the expiration of the Investor ROFR Period (the “Undersubscription Period”)Company. In the event there are two or more such Exercising Investors Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares Shares in excess of the number available, the remaining shares Shares available for purchase under this Section 5.4(b) each such Stockholder's option shall be allocated to such Exercising Investors Stockholder pro rata based on the number of Offered Shares such Exercising Investors have elected to purchase pursuant to owned by the Investor ROFR (without giving effect to any Offered Shares that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). Stockholders so electing. 4.3 If the options to purchase the remaining shares Offered Stock are exercised in full by the Exercising InvestorsStockholders, the Secretary of the Company shall promptly immediately notify all of the New Investors and the Selling Founder exercising Stockholders of that fact. (c) . The closing of the purchase of the Offered Shares pursuant to this Section 5.4 Stock shall take place at the offices of the Company no on the later than five (5) business days after the earlier of (i) the date upon which twenty days after the New Investors shall have exercised expiration of such 15-day or 20-day period or (ii) the Investor ROFR for date that the Company consummates its purchase of Offered Stock under Section 5.2 hereof. 4.4 In the event the Stockholders do not exercise their option within such 15-day or 20-day period with respect to all of the Offered Shares and (ii) Stock, the earlier of the expiration Secretary of the Company ROFR Period shall, by the last day of such period, give written notice of that fact to the Company (the "Company Notice"). The Company Notice shall specify the number of shares of Offered Stock not proposed to be purchased by the Stockholders (the "Remaining Stock"). 4.5 To the extent that the consideration proposed to be paid by the Offeror for the Offered Stock consists of property other than cash or a promissory note, the consideration required to be paid by the Stockholders and/or the Company exercising their options or option under Sections 4 and 5 hereof may consist of cash equal to the value of such property, as defined below) determined in good faith by agreement of the Selling Stockholder and the date on which Stockholders and/or the Company provides written notice exercising or refusing acquiring such Offered Stock. 4.6 Notwithstanding anything to exercise the contrary herein, neither any of the Stockholders nor the Company ROFR (as defined below) (the “ROFR Purchase Date”). At such closing, the Selling Founder shall convey record and beneficial ownership have any right to purchase any of the Offered Shares to Stock hereunder unless the applicable Stockholder(s) electing Stockholders and/or the Company exercise their options or option to purchase the Offered Shares in accordance with this Section 5.4 at a time and place specified by such Stockholder(s) by delivering certificates representing the Offered Shares so purchased, duly endorsed for transfer or accompanied by duly and validly executed stock powers endorsed in blank. (d) If all of the New Investors fail to exercise the Investor ROFR during the Investor ROFR Period, the New Investors shall be deemed to have rejected the Investor ROFROffered Stock. (e) At the end of the Investor ROFR Period or Undersubscription Period, as applicable, any Offered Shares that have not been designated for purchase by the New Investors shall be referred to as the “Remaining Shares”.