Common use of The Right Clause in Contracts

The Right. If at any time any Founder (a "Selling Founder") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offered

The Right. If at any time any Founder the Class D Shareholders propose to sell 80% of the issued and outstanding shares of Class D common stock to a Prospective Purchaser (a "Selling FounderClass D Drag-Along Sale") proposes then the Class D Shareholders shall have the right (the "Drag-Along Right") to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or compel the GEI Investors and any Permitted Transferees of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or GEI Investors (the "CoDrag-SellerAlong Shareholders") shall have the right to sell up to its pro rata portion (1) the number of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected Shares owned by such CoDrag-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to Along Shareholder multiplied by a fraction of the total amount of Common Stock proposed to be soldfraction, the numerator of which is the aggregate total number of all Equity Securities (assuming Common Shares proposed to be sold by the conversion of all such securities to Common Stock) which are then held by such Co-Seller Class D Shareholders and the denominator of which is the total number of Common Shares then owned by such Class D Shareholders to the Prospective Purchaser for such consideration per share and on the same terms and subject to the same conditions as the Class D Shareholders are able to obtain and (2) all of the Preferred Shares owned by such Drag-Along Shareholder to the Prospective Purchaser for cash consideration per Preferred Share equal to the greater of only (A) the Offer Price (as defined in the Preferred Statement) that would be required to be paid to the holders of Preferred Shares on such date pursuant to a Put Offer (as defined in the Preferred Statement) conducted on the date of the sale to the Prospective Purchaser, as if such sale constituted a Change of Control (as defined in the Preferred Statement), together with accrued but unpaid dividends, if any, including any Participating Dividends (as defined in the Preferred Statement), or (B) the aggregate amount per Preferred Share which such holder would have been paid if such holder had held the maximum number of all Common Stock then held by Conversion Shares (as defined in the Selling Founder and all Equity Securities (assuming Preferred Statement) acquirable upon the complete conversion of all such securities holder's Preferred Shares pursuant to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each Section 6.1 of the Investors Preferred Statement immediately before the sale to the Prospective Purchaser; provided, that the Class D Shareholders shall notify provide the Selling Founder whether it elects Drag-Along Shareholders the right to convert their Preferred Shares prior to such sale to a Prospective Purchaser, in which case the sale will be subject to the provisions of clause (1) of this Section 6(a). The Class D Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company and the Drag-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the proposed sale, (iv) that all the Shareholders shall be obligated to sell an amount equal their Common Shares upon the same terms and subject to or less than its pro rata portion the same conditions (subject to applicable law) and (v) that all of the Common Stock so offeredPreferred Shares of any Drag-Along Shareholders will be purchased in accordance with this Section 6(a).

The Right. If at any time a Selling Stockholder proposes to sell any Founder shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) of the then-outstanding Common Stock determined on an as-converted basis (a "Selling FounderCo-Sale Transaction") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction), then the Selling Founder Sale Notice required by Section 2 shall provide notice be delivered to all Stockholders. In the event that, after giving effect to all purchases of such proposed sale to Stock by the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder Company and the purchaserPurchaser Holders pursuant to Section 2, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect amount of Stock to be Co-Sellers). The Investors shall be entitled sold to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any such third party continues to represent at least five percent (5%) of the Investors then- outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Founder Stockholder in writing within 10 30 days after following receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors Sale Notice (the a "Co-Seller") shall have the right opportunity to sell up to its a pro rata portion of Common the remaining Stock which the Selling Founder Stockholder proposes to sell to such third party; whereupon party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Founder Stockholder shall assign so much of his interest in the proposed agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 be entitled to and shall request hereunder, and the Co-Seller shall assume its respective such part of the obligations of the Selling Founder Stockholder under such agreement, provided, however, no agreement as shall relate to the sale of the securities by the Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity SecuritiesSeller. For the purposes of this Section 1.1 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) Stock equal to a fraction of the total amount of Common Stock proposed to be soldsold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which is shall be the aggregate number of all Equity Securities (assuming the conversion shares of all such securities to Common Stock) which are then held Stock owned by such Co-Seller and the denominator is of which shall be the aggregate total number of all Common shares of Stock then held by the Selling Founder Stockholder and all Equity Securities Co- Sellers (assuming giving effect in each case to the conversion of all such securities to Preferred Shares into Common Stock) then held by all Co-Sellers who have elected to exercise their ). Insofar as possible this right of co-sale rights. Each shall apply to Stock of the Investors shall notify same class or classes as the Selling Founder whether it elects Stock subject to sell an the Sale Notice. If any Person desiring to exercise its rights of co-sale hereunder does not have a sufficient amount equal to or less than its pro rata portion of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock so offeredand a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amended.

The Right. If at any time any Founder In the event the Camden Purchasers (the "Initiating Sellers") propose a Transfer of all of their Securities in one or more related transactions (including without limitation, a merger or consolidation) (a "Selling FounderCamden Sale of the Company") proposes to sell shares of Common Stock pursuant to a bona fide offer from third party purchaser (the "Proposed Buyer") on an arm's length basis, the Initiating Seller(s) shall have the right (the "Drag-Along Right") to require the Common Stockholders (each a party or parties other than other Founders or any of "Drag-Along Seller" and collectively the Investors "Drag-Along Sellers") to sell, and such sale is a private transactioneach Drag-Along Seller hereby agrees to sell, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that Proposed Buyer the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portionApplicable Percentage" (as defined belowherein) of the Securities held by such Drag-Along Seller (the "Drag-Along Amount") in the sale (assuming all Investors same terms as the Proposed Buyer has agreed to purchase the Securities of the Initiating Sellers, provided, however, if the holders of a majority of the common stock held by the Common Stockholders elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion purchase all and not less than all of the Securities from the Initiating Sellers on the same terms and conditions as offered by the Selling Founder. If any Proposed Buyer (except that the consideration must be in cash regardless of the Investors notifies consideration offered by the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors Proposed Buyer) (the "Co-SellerPut Right") as set forth more fully in Section 7.5 below, the Initiating Sellers shall have the right but not the obligation to sell up such Securities to its pro rata portion of the Common Stock which Stockholders in accordance with the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreementPut Right. "Applicable Percentage" means, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For , the purposes ratio (expressed as a percentage) of this Section 1.1 (A) the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount number of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock Securities proposed to be soldTransferred by the Initiating Sellers, to (B) the numerator total number of which is the aggregate shares of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offeredInitiating Sellers.

The Right. If at any time any Founder one or more Shareholders holding, in the aggregate, a majority of the issued and outstanding Common Stock (a the "Selling FounderMajority Shareholders") proposes propose to sell all the Common Stock owned by such Majority Shareholders (whether owned by such Shareholders on the date hereof or hereafter acquired in a manner consistent with this Agreement) to a Prospective Purchaser, other than a Related Transferee, then such Majority Shareholders shall have the right (the "Drag-Along Right") to compel the remaining Shareholders (the "Drag-Along Shareholders") to sell all of the shares of Common Stock pursuant and Warrants owned by them to a bona fide offer from a party or parties other than other Founders or any the Prospective Purchaser for such consideration per share (reduced by the exercise price of the Investors Warrants, in the case of the Warrants), and on the same terms and subject to the same conditions, as the Majority Shareholders are able to obtain; provided, however, that any such sale is by a private transaction, then remaining Shareholder does not violate applicable law. The Majority Shareholders shall exercise the Selling Founder shall provide Drag-Along Right by giving written notice of such proposed sale (the "Drag-Along Notice") to the Investors, such notice containing Company and the Drag-Along Shareholders stating (i) notice that the Selling Founder intends on selling his sharesthey propose to effect such transaction, (ii) the material name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of such sale, the proposed sale (iiiincluding any consideration proposed to be paid other than in respect of the Common Stock or Warrants) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" that all the Shareholders shall be obligated to sell their shares of Common Stock and Warrants upon the same terms and subject to the same conditions (as defined below) subject to applicable law); PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the sale (assuming all Investors elect to be Co-Sellers). The Investors Common Stock or Warrants, the Shareholders shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata receive a ratable portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties consideration paid other than with in respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offeredor Warrants, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred by the Majority Shareholders in exchange for such consideration or (ii) an amount that is customary and reasonable for any intangible property or rights transferred or granted in exchange for such consideration.

The Right. If at any time any Founder of the Holders other than Intel Corporation (a "Selling FounderHolder") proposes to sell shares any of Common Stock pursuant the Shares held by such Selling Holder (the "Offered Securities") to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is Company in a private transactiontransaction (the "Transaction") not registered under the Securities Act in reliance upon a claimed exemption thereunder, then the Selling Founder shall provide notice any other Stockholder (a "Purchasing Holder" for purposes of such proposed sale to the Investors, such notice containing (ithis subsection 2.2) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder Holder in writing within 10 thirty (30) days after receipt of the notification of such proposed sale from the Selling FounderTransfer Notice referred to in Section 2.2(b), such Investor or Investors (the "Co-Seller") shall have the right opportunity to sell up to its purchase a pro rata portion of Common Stock which Offered Securities that the Selling Founder Holder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest party in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity SecuritiesTransaction. For the purposes of this Section 1.1 2, the "pro rata portion" which each Co-Seller that the Purchasing Holder shall be entitled to sell purchase shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) Shares equal to a fraction of the total amount of Common Stock Offered Securities proposed to be sold, the . The numerator of which is such fraction shall be the aggregate number of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held Shares owned by such Co-Seller a Purchasing Holder and the denominator is shall be the aggregate total number of Shares owned by all Common Stock then held by Purchasing Holders and the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rightsHolder. Each Purchasing Holder shall be entitled to apportion Shares to be purchased among its partners and affiliates, provided that such Purchasing Holder notifies the Selling Holder of such allocation, and provided that such allocation does not threaten the Company's reliance on any exemption from the registration provisions of the Investors shall notify Securities Act or the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion qualification provisions of the Common Stock so offeredapplicable state securities laws.

The Right. If at any time an Employee Holder proposes to sell any Founder shares of Equity Securities to any third party in a transaction (the "Transaction") and the Company and the Holders as a group do not exercise their respective rights of refusal as to the Offered Shares pursuant to Section 3.1, then each Holder (a "Selling Founder"Holder" for purposes of this subsection 3.2) proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors which notifies the Selling Founder Employee Holder in writing within 10 twenty (20) days after receipt of the notification of such proposed sale from the Selling FounderTransfer Notice referred to in Section 3.1(a), such Investor or Investors (the "Co-Seller") shall have the right opportunity to sell up to its a pro rata portion of Common Stock Equity Securities which the Selling Founder Employee Holder proposes to sell to such third party; whereupon party in the Selling Founder Transaction. In such instance, the Employee Holder shall assign so much of his interest in the proposed agreement of sale as is proportionate the Selling Holder shall be entitled to each Co-Seller's pro rata portion in and shall request hereunder, and the sale of Common Stock (or Selling Holder shall assume such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder Employee Holder under such agreement, provided, however, no Co-Seller agreement as shall be required relate to give any covenants, representations or warranties other than with respect to title to its Equity Securitiesthe sale of the securities by the Selling Holder. For the purposes of this Section 1.1 3.2, the "pro rata portion" which each Co-Seller the Selling Holder shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance exercise and conversion of all shares of such securities to Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) which are then held by proposed to be sold. The numerator of such Co-Seller and fraction shall be the denominator is the aggregate number of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) then held owned by a Selling Holder (exclusive of the options referenced in clause (i) of Section 2(d)) and the denominator shall be the total number of Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) owned by all Co-Sellers who have elected to exercise their co-sale rightsparticipating Selling Holders and the Employee Holder. Each of the Investors Selling Holder shall notify the Selling Founder Employee Holder whether it elects to sell an amount equal to to, more than or less than its pro rata share of the Equity Securities so offered. Each Holder shall have a right of overallotment such that if any other Holder fails to exercise its co-sale right to sell its pro rata portion of the Common Stock Offered Shares, the participating Holders may exercise an additional right to sell, on a pro rata basis, the Offered Shares not previously sold by so offerednotifying the Employee Holder in writing. Each Selling Holder shall be entitled to apportion Equity Securities to be sold among its partners and affiliates, provided that such Selling Holder notifies the Employee Holder of such allocation.

The Right. If at any time a Selling Stockholder proposes to --------- sell any Founder shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) of the then-outstanding Common Stock determined on an as-converted basis (a "Selling FounderCo-Sale Transaction") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction), then the Selling Founder Sale Notice required by Section 2 shall provide notice be delivered to all Stockholders. In the event that, after giving effect to all purchases of such proposed sale to Stock by the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder Company and the purchaserPurchaser Holders pursuant to Section 2, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect amount of Stock to be Co-Sellers). The Investors shall be entitled sold to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any such third party continues to represent at least five percent (5%) of the Investors then- outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Founder Stockholder in writing within 10 30 days after following receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors Sale Notice (the a "Co-Seller") shall have the right opportunity to sell up to its a pro rata portion of Common the remaining Stock which the Selling Founder Stockholder proposes to sell to such third party; whereupon party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Founder Stockholder shall assign so much of his interest in the proposed agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 be entitled to and shall request hereunder, and the Co-Seller shall assume its respective such part of the obligations of the Selling Founder Stockholder under such agreement, provided, however, no agreement as shall relate to the sale of the securities by the Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity SecuritiesSeller. For the purposes of this Section 1.1 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) Stock equal to a fraction of the total amount of Common Stock proposed to be soldsold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which is shall be the aggregate number of all Equity Securities (assuming the conversion shares of all such securities to Common Stock) which are then held Stock owned by such Co-Seller and the denominator is of which shall be the aggregate total number of all Common shares of Stock then held by the Selling Founder Stockholder and all Equity Securities Co- Sellers (assuming giving effect in each case to the conversion of all such securities to Preferred Shares into Common Stock) then held by all Co-Sellers who have elected to exercise their ). Insofar as possible this right of co-sale rights. Each shall apply to Stock of the Investors shall notify same class or classes as the Selling Founder whether it elects Stock subject to sell an the Sale Notice. If any Person desiring to exercise its rights of co-sale hereunder does not have a sufficient amount equal to or less than its pro rata portion of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock so offeredand a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amended.

The Right. If at any time any Founder of the Employee Holders or the Investors (a the "Selling FounderShareholder") proposes to sell shares or transfer any Equity Securities other than as set forth in Sections 2.1 and 2.2 of Common Stock this Agreement in a transaction (the "Transaction") not registered under the Securities Act and the Investors do not exercise their Right of First Refusal as to the full amount of the Offered Shares pursuant to Section 4.1, then any Investor who does not exercise its Right of First Refusal (a bona fide offer from a party or parties other than other Founders or any "Selling Investor" for purposes of this Section 4.2) and which notifies the Selling Shareholder in writing within thirty (30) days after receipt of the Investors and such sale is a private transactionTransfer Notice referred to in Section 4.1(a), then shall have the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled opportunity to sell their a pro rata portion of Equity Securities which the Selling Shareholder proposes to sell to such third party in the Transaction at the same price per share and on the same terms and conditions as are applicable to the proposed sale or transfer by the Selling Founder. If Shareholder; provided that no Investor shall be required in connection with any such Transaction to make any representation, warranty or covenant other than those relating to such Investor's power and authority to effect such transfer without contravention of any of its organizational documents or any agreement, document, instrument, judgment, decree, order, law, statute, rule or regulation applicable to it or to any of its properties, and as to such Investor's title to the Investors notifies securities to be transferred by it being free and clear of all liens and encumbrances (other than those created hereby or those of general applicability under applicable securities laws); provided, further, that notwithstanding the foregoing, each Investor shall be obligated to indemnify the third party purchaser upon the same terms and conditions as are applicable to the indemnification given by the Selling Founder Shareholder in writing within 10 days after receipt connection with such transfer so long as (x) all indemnification obligations are several, and not joint and several, among all transferors in proportion to the consideration paid to each transferor and (y) the maximum indemnification obligation of any Investor shall not exceed the notification net cash proceeds actually received by it as a result of such proposed sale from transfer. In such instance, the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder Shareholder shall assign so much of his interest in the proposed agreement of sale as is proportionate the Selling Investor shall be entitled to each Co-Seller's pro rata portion in and shall request hereunder, and the sale of Common Stock (or Selling Investor shall assume such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder Shareholder under such agreement, provided, however, no Co-Seller agreement as shall be required relate to give any covenants, representations or warranties other than with respect to title to its Equity Securitiesthe sale of the securities by the Selling Investor. For the purposes of this Section 1.1 4.2, the "pro rata portion" which each Co-Seller the Selling Investor shall be entitled to sell shall be an amount the number of Equity Securities shares proposed to be sold in the Transaction multiplied by the quotient equal to (assuming 1) the issuance number of all shares of Common Stock, Stock issued to the Selling Investor and/or issuable upon conversion or exercise of the WarrantsSelling Investor's Preferred Stock and/or Warrants divided by (2) equal to a fraction of the total amount number of shares of Common Stock proposed issued to be sold, the numerator of which is the aggregate all Investors and/or issuable upon conversion and exercise of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller Investors' Preferred Stock and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rightsWarrants. Each of the Investors Selling Investor shall notify the Selling Founder Shareholder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock Equity Securities so offered. Each Selling Investor shall be entitled to apportion Equity Securities to be sold among its partners and affiliates, provided that (i) such Selling Investor notifies the Selling Shareholder of such allocation and (ii) such allocation does not require such Transaction to be registered or qualified under the Securities Act or any applicable state securities laws. The Selling Shareholder shall not consummate the Transaction unless each Selling Investor who shall have timely elected to sell its pro rata portion (or any lesser amount) in such Transaction shall be permitted by the purchasing party to effect such sale.

The Right. If at any time any Founder At the Initial Closing, the Company shall grant to the Buyer the irrevocable right (the “Right”) for the period ending on the earlier of (i) 180 days from the date hereof or (ii) one (1) Business Day prior to the occurrence of a "Selling Founder") proposes Change in Control Event, to sell purchase 9,803,921 additional shares of Common Stock pursuant (the “Additional Common Shares”) at a per share price of $0.255 per share, for a maximum aggregate purchase price of $2,500,000.00. The Right may be exercised by the Buyer in whole but not in part, by delivering to the Company a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale exercise (the “Right Exercise Notice”), electing to purchase the Investors, such notice Additional Common Shares and containing (i) notice that the Selling Founder intends on selling his shares, (ii) irrevocable obligation to pay the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" Additional Purchase Price (as defined below) for such Additional Common Shares, in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions form attached hereto as the Selling Founder. If any Exhibit A. Upon exercise of the Investors notifies Right, , the Selling Founder in writing within 10 days after receipt of Company shall issue and deliver the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Additional Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, Shares issuable upon exercise of the WarrantsRight, and the Buyer shall make payment for the Additional Common Shares in accordance with subsection (e) equal to a fraction of this Section 1 on the third (3rd) Business Day after receipt by the Company of the total amount Right Exercise Notice (the “Additional Closing Date”). For purposes hereof, a “Change in Control Event” shall mean a merger or consolidation in which (i) the Company is a constituent party or (ii) a subsidiary of Common Stock proposed the Company is a constituent party and the Company issues shares of its capital stock pursuant to be soldsuch merger or consolidation, except in either of (i) or (ii), above, any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the numerator parent corporation of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to surviving or less than its pro rata portion of the Common Stock so offeredresulting corporation.

The Right. If at any time a Selling Stockholder proposes to --------- sell any Founder shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) of the then-outstanding Common Stock determined on an as-converted basis (a "Selling FounderCo-Sale Transaction") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Founder Stockholder shall provide notice be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such proposed sale to Stock by the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder Company and the purchaserPurchaser Holders pursuant to Section 2, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect amount of Stock to be Co-Sellers). The Investors shall be entitled sold to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any such third party continues to represent at least five percent (5%) of the Investors then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Founder Stockholder in writing within 10 30 days after following receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors Sale Notice (the a "Co-Seller") shall have the right opportunity to sell up to its a pro rata portion of Common the remaining Stock which the Selling Founder Stockholder proposes to sell to such third party; whereupon party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Founder Stockholder shall assign so much of his interest in the proposed agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 be entitled to and shall request hereunder, and the Co-Seller shall assume its respective such part of the obligations of the Selling Founder Stockholder under such agreement, provided, however, no Co-Seller agreement as shall be required relate to give any covenants, representations or warranties other than with respect to title to its Equity Securitiesthe sale of the securities by the Co- Seller. For the purposes of this Section 1.1 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) Stock equal to a fraction of the total amount of Common Stock proposed to be soldsold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which is shall be the aggregate number of all Equity Securities (assuming the conversion shares of all such securities to Common Stock) which are then held Stock owned by such Co-Seller and the denominator is of which shall be the aggregate total number of all Common shares of Stock then held by the Selling Founder Stockholder and all Equity Securities Co-Sellers (assuming giving effect in each case to the conversion of all such securities to Preferred Shares into Common Stock) then held by all Co-Sellers who have elected to exercise their ). Insofar as possible this right of co-sale rights. Each shall apply to Stock of the Investors shall notify same class or classes as the Selling Founder whether it elects Stock subject to sell an the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount equal to or less than its pro rata portion of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock so offeredand a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amended.

The Right. If at any time any Founder (a "Selling Founder") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offered.

The Right. If at any time Sponsor or any Founder (a "Selling Founder") of its Affiliates proposes to enter into any agreement to sell shares of Series A Preferred or Common Stock pursuant to a bona fide offer from a party or parties any person (other than transfers among each Sponsor and its Affiliates) (a “Prospective Purchaser”) that, when taken together with all other Founders sales of Series A Preferred or any Common Stock by such Sponsor and its Affiliates (other than transfers among such Sponsor and its Affiliates) from and after the Issue Date, would exceed 50% of the aggregate number of shares of Common Stock (on an As-Converted Basis) owned by such Sponsor and its Affiliates on the date hereof, (a “Tag-Along Sale”), then each of the Investors and shall have the right, but not the obligation, to participate in any such sale is a private transaction, then the Selling Founder shall provide notice or transfer of such proposed sale to shares of Series A Preferred or Common Stock by such Sponsor and its Affiliates in accordance with the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms procedures set forth below and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and subject to the same conditions as those on which such Sponsor and its Affiliates propose to transfer their shares. Prior to any proposed Tag-Along Sale, the Selling FounderSponsor shall deliver, and/or where applicable shall cause its Affiliates to deliver, to each Investor, a written notice (the “Tag-Along Notice”) stating the number of shares of Series A Preferred and/or Common Stock that the Sponsor and/or its s Affiliates desire to sell and providing copies of any documents setting forth the terms and conditions to which such sale is subject. If any The Tag-Along Notice shall set forth the percentage of the Investors notifies the Selling Founder in writing within 10 days after receipt shares of the notification of such proposed sale from the Selling Founder, Series A Preferred and/or Common Stock held by each Investor that such Investor or Investors can include in such Tag-Along Sale (the "Co“Tag-Seller"Along Percentage”), which percentage will equal the quotient of (i) shall the difference of (x) the total number of shares of Common Stock (on an As-Converted Basis) that are proposed to be sold in the Tag-Along Sale, minus (y) the total number of shares of Common Stock (on an As-Converted Basis) that any other Persons with similar “tag-along” or “co-sale” rights have the right to sell up in connection with such transaction (assuming that all such persons exercise all such rights to its pro rata portion the fullest extent), divided by (ii) the total number of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale shares of Common Stock (or such lesser amount if so elected by such Coon an As-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreementConverted Basis), provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is owned in the aggregate of all Equity Securities (assuming by the conversion of all such securities to Common Stock) which are then held by such Co-Seller Investors and the denominator is Sponsor and/or its Affiliates on the aggregate date of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all CoTag-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offeredAlong Notice.

The Right. If at any time any Founder the JFL Group (a the "Selling FounderMajority Stockholders") proposes to sell shares at least a majority of Common Stock pursuant the issued and outstanding Securities owned by such Majority Stockholders to a bona fide offer from a party or parties Prospective Purchaser other than other Founders or any a Related Transferee (a "Drag-Along Sale"), then such Majority Stockholders shall have the right (the "Drag-Along Right") to compel the remaining Stockholders (the "Drag-Along Stockholders") to sell the same percentage of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale Securities owned by them to the Investors, Prospective Purchaser as the Majority Stockholders propose to sell for such consideration per share and on the same terms and subject to the same conditions as the Majority Stockholders are able to obtain. The Majority Stockholders shall exercise the Drag-Along Right by giving written notice containing (the "Drag-Along Notice") to the Company and the Drag-Along Stockholders stating (i) notice that the Selling Founder intends on selling his sharesthey propose to effect such transaction, (ii) the material name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of such sale, the proposed sale (iiiincluding any consideration proposed to be paid other than in respect of the Securities) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) that all the Stockholders shall be obligated to sell their Securities upon the same terms and subject to the same conditions; provided, however, that, in addition to receiving their ratable portion of any consideration paid in respect of the sale (assuming all Investors elect to be Co-Sellers). The Investors Securities, the Stockholders shall be entitled to sell their pro rata receive a ratable portion on the same terms and conditions as the Selling Founder. If of any consideration paid other than in respect of the Investors notifies Securities, to the Selling Founder extent that such consideration exceeds (i) the fair market value of any tangible property transferred by the Majority Stockholders in writing within 10 days after receipt of the notification of exchange for such proposed sale from the Selling Founder, such Investor consideration or Investors (the "Co-Seller"ii) shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which that is the aggregate of all Equity Securities (assuming the conversion of all customary and reasonable for any intangible property or rights transferred or granted in exchange for such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offeredconsideration.

The Right. If at any time any Founder (a "Selling Founder") proposes one or more of the Common Holders propose to sell or otherwise transfer any Common Shares to third parties in a transaction (the “Transaction”) and to the extent that the Company and the Holders waive any rights of first refusal they may have with respect to such shares, then any Holder holding (i) at least 3,333 Series A Shares and/or the equivalent number of shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or issued upon conversion in the aggregate thereof (as adjusted for any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his sharesRecapitalization Event(s)), (ii) at least 1,667 Series B Shares, Series B-1 Shares and/or the material terms and conditions equivalent number of such saleshares of Common Stock issued upon conversion thereof in the aggregate (as adjusted for any Recapitalization Event(s)), (iii) at least 3,333 Series C Shares, Series C-1 Shares and/or the equivalent number of shares of Common Stock issued upon conversion thereof in the aggregate (as adjusted for any written materials Recapitalization Event(s)) or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" at least 333,333 Series D Shares, Series E Shares and/or the equivalent number of shares of Common Stock issued upon conversion thereof in the aggregate (as defined belowadjusted for any Recapitalization Event(s)) in (each a “Selling Holder” and collectively, the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the “Selling Founder. If any Holders,” for purposes of the Investors this Section 3) which notifies the Selling Founder such Common Holder in writing within 10 fifteen (15) days after receipt of the notification of from such proposed sale from the Selling FounderCommon Holder referred to in subsection 3.2, such Investor or Investors (the "Co-Seller") shall have the right opportunity to sell up to its a pro rata portion of the Common Stock Shares which the Selling Founder Common Holder proposes to sell to such third party; whereupon party in the Selling Founder Transaction on the same terms and conditions. In such instance, the Common Holder shall assign so much of his interest in the proposed agreement of sale as is proportionate the Selling Holder shall be entitled to each Co-Seller's pro rata portion in and shall request hereunder, and the sale of Common Stock (or Selling Holder shall assume such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder Common Holder under such agreement, provided, however, no Co-Seller agreement as shall be required relate to give any covenants, representations or warranties other than with respect to title to its Equity Securitiesthe sale of the securities by the Selling Holder. For the purposes of this Section 1.1 3, the "“pro rata portion" ” which each Co-Seller the Selling Holder shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares a number of Common Stock, issuable upon exercise of the Warrants) Shares equal to a fraction of the total amount number of Common Stock Shares proposed to be sold, the sold to such third party. The numerator of which is such fraction shall be the aggregate number of all Equity Securities (assuming for purposes hereof the conversion of all such securities securities, including Preferred Shares, to Common Stock) which are then held owned by such Co-Seller a Selling Holder and the denominator is shall be the aggregate total number of all Common Stock then held by the Selling Founder and all Equity Securities (assuming for purposes hereof the conversion of all such securities securities, including Preferred Shares, to Common Stock) then held owned by all Co-Sellers who have elected participating Selling Holders and the Common Holder proposing to exercise their co-sale rightssell shares in the Transaction. Each of the Investors Selling Holder shall notify the Selling Founder Common Holder whether it elects to sell an amount equal to or less than its pro rata portion share of the Common Stock Shares so offered. Each Selling Holder shall be entitled to apportion Common Shares to be sold among its affiliates (as such term is defined in Rule 405 promulgated under the Securities Act), an investment vehicle created principally for the benefit of its affiliates, and partners, retired partners, members or retired members, provided that such Selling Holder notifies the Common Holder of such allocation, and provided that such allocation does not threaten the Company’s reliance on any exemption from the registration provisions of the Securities Act or the applicable qualifications provisions. Each Selling Holder may effect its participation in the sale by delivering for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the type and number of shares of Common Stock which such Selling Holder elects to sell or that number of Preferred Shares which is at such time convertible into the number of shares of Common Stock which such Selling Holder elects to Sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Common Stock, such Selling Holder shall convert such Preferred Shares into Common Stock and deliver Common Stock as provided herein. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser. The Right of Co-Sale shall terminate for all Holders upon the earlier of (i) the IPO (as defined in the Company’s Articles of Incorporation) or (ii) when all of the Preferred Shares are converted into Common Stock.

The Right. If at any time any Founder (a "Selling Founder") proposes to sell shares of Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors (the "Co-Seller") shall have the right to sell up to its pro rata portion of Common Stock which the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreement, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For the purposes of this Section 1.1 the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock proposed to be sold, the numerator of which is the aggregate of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offered

The Right. If at any time any Founder In the event the Camden Purchasers (the "Initiating --------- Sellers") propose a Transfer of all of their Securities in one or more related transactions (including without limitation, a merger or consolidation) (a "Selling FounderCamden Sale of the Company") proposes to sell shares of Common Stock pursuant to a bona fide offer from third party purchaser (the "Proposed Buyer") on an arm's length basis, the Initiating Seller(s) shall have the right (the "Drag-Along Right") to require the Common Stockholders (each a party or parties other than other Founders or any of "Drag-Along Seller" and collectively the Investors "Drag-Along Sellers") to sell, and such sale is a private transactioneach Drag-Along Seller hereby agrees to sell, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that Proposed Buyer the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portionApplicable Percentage" (as defined belowherein) of the Securities held by such Drag-Along Seller (the "Drag-Along Amount") in the sale (assuming all Investors same terms as the Proposed Buyer has agreed to purchase the Securities of the Initiating Sellers, provided, however, if the -------- ------- holders of a majority of the common stock held by the Common Stockholders elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion purchase all and not less than all of the Securities from the Initiating Sellers on the same terms and conditions as offered by the Selling Founder. If any Proposed Buyer (except that the consideration must be in cash regardless of the Investors notifies consideration offered by the Selling Founder in writing within 10 days after receipt of the notification of such proposed sale from the Selling Founder, such Investor or Investors Proposed Buyer) (the "Co-SellerPut Right") as set forth more fully in Section 7.5 below, the Initiating Sellers shall have the right but not the ----------- obligation to sell up such Securities to its pro rata portion of the Common Stock which Stockholders in accordance with the Selling Founder proposes to sell to such third party; whereupon the Selling Founder shall assign so much of his interest in the agreement of sale as is proportionate to each Co-Seller's pro rata portion in the sale of Common Stock (or such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder under such agreementPut Right. "Applicable Percentage" means, provided, however, no Co-Seller shall be required to give any covenants, representations or warranties other than with respect to title to its Equity Securities. For , the purposes ratio (expressed as a percentage) of this Section 1.1 (A) the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount number of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) equal to a fraction of the total amount of Common Stock Securities proposed to be soldTransferred by the Initiating Sellers, to (B) the numerator total number of which is the aggregate shares of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held by such Co-Seller and the denominator is the aggregate of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held by all Co-Sellers who have elected to exercise their co-sale rights. Each of the Investors shall notify the Selling Founder whether it elects to sell an amount equal to or less than its pro rata portion of the Common Stock so offeredInitiating Sellers.

The Right. If at any time the Common Holder proposes to sell or otherwise transfer any Founder Common Shares to parties in a transaction (the "Transaction") and to the extent that the Company and the Holders waive any rights of first refusal they may have with respect to such shares then any Holder (a "Selling Founder"Holder" for purposes of this Section 3.2) proposes to sell shares of which notifies such Common Stock pursuant to a bona fide offer from a party or parties other than other Founders or any of the Investors and such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Investors, such notice containing (i) notice that the Selling Founder intends on selling his shares, (ii) the material terms and conditions of such sale, (iii) any written materials or agreements setting forth the agreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the sale (assuming all Investors elect to be Co-Sellers). The Investors shall be entitled to sell their pro rata portion on the same terms and conditions as the Selling Founder. If any of the Investors notifies the Selling Founder Holder in writing within 10 30 days after receipt of the notification of from such proposed sale from the Selling FounderCommon Holder referred to in subsection 3.2(c), such Investor or Investors (the "Co-Seller") shall have the right opportunity to sell up to its a pro rata portion of the Common Stock Shares which the Selling Founder Common Holder proposes to sell to such third party; whereupon party in the Selling Founder Transaction (which are not purchased by the Company, the Holders or their respective assigns). In such instance, the Common Holder shall assign so much of his interest in the proposed agreement of sale as is proportionate the Selling Holder shall be entitled to each Co-Seller's pro rata portion in and shall request hereunder, and the sale of Common Stock (or Selling Holder shall assume such lesser amount if so elected by such Co-Seller) and each Co-Seller shall 44 assume its respective part of the obligations of the Selling Founder Common Holder under such agreement, provided, however, no Co-Seller agreement as shall be required relate to give any covenants, representations or warranties other than with respect to title to its Equity Securitiesthe sale of the securities by the Selling Holder. For the purposes of this Section 1.1 3.2, the "pro rata portion" which each Co-Seller the Selling Holder shall be entitled to sell shall be an amount of Equity Securities (assuming the issuance of all shares of Common Stock, issuable upon exercise of the Warrants) Shares equal to a fraction of the total amount of Common Stock Shares proposed to be sold, the sold to such third party. The numerator of which is such fraction shall be the aggregate number of all Equity Securities (assuming the conversion of all such securities to Common Stock) which are then held owned by such Co-Seller a Selling Holder and the denominator is shall be the aggregate total number of all Common Stock then held by the Selling Founder and all Equity Securities (assuming the conversion of all such securities to Common Stock) then held owned by all Co-Sellers who have elected participating Selling Holders and the Common Holder proposing to exercise their co-sale rightssell shares in the Transaction. Each of the Investors Selling Holder shall notify the Selling Founder Common Holder whether it elects to sell an amount equal to or less than its pro rata portion share of the Common Stock Shares so offered. Each Selling Holder shall be entitled to apportion Common Shares to be sold among its partners and affiliates (as defined in subsection 2.8 above), provided that such Selling Holder notifies the Common Holder of such allocation, and provided that such allocation does not threaten the Company's reliance on any exemption from the registration provisions of the Securities Act or the applicable qualifications provisions.