Common use of The Right Clause in Contracts

The Right. If one or more Shareholders holding, in the aggregate, a majority of the issued and outstanding Common Stock (the "Majority Shareholders") 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 and Warrants owned by them to the Prospective Purchaser for such consideration per share (reduced by the exercise price of the 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. The Majority 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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 In the event the Camden Purchasers (the "Initiating Sellers") propose a Transfer of all of their Securities in one or more Shareholders holding, in the aggregaterelated transactions (including without limitation, a majority merger or consolidation) (a "Camden Sale of the issued and outstanding Common Stock Company") to a bona fide third party purchaser (the "Majority ShareholdersProposed Buyer") propose to sell all on an arm's length basis, 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 AgreementInitiating Seller(s) to a Prospective Purchaser, other than a Related Transferee, then such Majority Shareholders shall have the right (the "Drag-Along Right") to compel require the remaining Shareholders Common Stockholders (each a "Drag-Along Seller" and collectively the "Drag-Along Sellers") to sell, and each Drag-Along Seller hereby agrees to sell, to the Proposed Buyer the "Applicable Percentage" (as defined herein) of the Securities held by such Drag-Along Seller (the "Drag-Along ShareholdersAmount") in the same terms as the Proposed Buyer has agreed to sell 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 purchase all and not less than all of the shares of Common Stock and Warrants owned by them to Securities from the Prospective Purchaser for such consideration per share (reduced by the exercise price of the Warrants, in the case of the Warrants), and Initiating Sellers on the same terms and subject to conditions as offered by the same conditions, as Proposed Buyer (except that the Majority Shareholders are able to obtain. The Majority Shareholders shall exercise consideration must be in cash regardless of the Drag-Along Right consideration offered by giving written notice the Proposed Buyer) (the "Drag-Along NoticePut Right") as set forth more fully in Section 7.5 below, the Initiating Sellers shall have the right but not the obligation to sell such Securities to the Company and Common Stockholders in accordance with the Drag-Along Shareholders stating Put Right. "Applicable Percentage" means, with respect to Securities, the ratio (iexpressed as a percentage) that they propose to effect such transaction, of (iiA) the name and address number of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions shares of the proposed sale (including any consideration Securities proposed to be paid other than in respect Transferred by the Initiating Sellers, to (B) the total number of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or Warrants, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred Securities held 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 considerationInitiating Sellers.

The Right. If one or more Shareholders holding, at any time an Employee Holder proposes to sell any shares of Equity Securities to any third party in the aggregate, a majority of the issued and outstanding Common Stock transaction (the "Majority ShareholdersTransaction") 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 and Warrants owned by them to the Prospective Purchaser for such consideration per share (reduced by the exercise price of the 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. The Majority Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company and the Drag-Along Shareholders stating 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 (ia "Selling Holder" for purposes of this subsection 3.2) that they propose to effect such transaction, which notifies the Employee Holder in writing within twenty (ii20) the name and address days after receipt of the Prospective PurchaserTransfer Notice referred to in Section 3.1(a), (iii) shall have the opportunity to sell a pro rata portion of Equity Securities which the Employee Holder proposes to sell to such third party in the Transaction. In such instance, the Employee Holder shall assign so much of his interest in the proposed purchase price per share and other terms and conditions agreement of sale as the proposed sale (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders Selling Holder shall be entitled to receive a ratable portion of any consideration paid other than in respect and shall request hereunder, and the Selling Holder shall assume such part of the Common Stock or Warrants, obligations of the Employee Holder under such agreement as shall relate to the extent that sale of the securities by the Selling Holder. For the purposes of this Section 3.2, the "pro rata portion" which the Selling Holder shall be entitled to sell shall be an amount of Equity Securities (assuming the exercise and conversion of all such consideration exceeds securities to Common Stock) equal to a fraction of the total amount of Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) proposed to be sold. The numerator of such fraction shall be the number of Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) owned by a Selling Holder (exclusive of the options referenced in clause (i) of Section 2(d)) and the fair market value denominator shall be the total number of any tangible property transferred Equity Securities (assuming the exercise and conversion of all such securities to Common Stock) owned by all participating Selling Holders and the Majority Shareholders in exchange for such consideration or (ii) Employee Holder. Each Selling Holder shall notify the Employee Holder whether it elects to sell an amount equal 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 is customary if any other Holder fails to exercise its co-sale right to sell its pro rata portion of the 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 notifying the Employee Holder in writing. Each Selling Holder shall be entitled to apportion Equity Securities to be sold among its partners and reasonable for any intangible property or rights transferred or granted in exchange for affiliates, provided that such considerationSelling Holder notifies the Employee Holder of such allocation.

The Right. If one or more Shareholders holding, in the aggregate, a majority of the issued and outstanding Sponsors and/or any of their Affiliates (the “Sponsor Parties”) propose to enter into any agreement to sell or otherwise dispose of any Common Stock or Series A Preferred that would constitute 50% or more of the Common Stock (on an As-Converted Basis) held by the "Majority Shareholders") propose to sell all the Common Stock owned by such Majority Shareholders (whether owned by such Shareholders Sponsors and their Affiliates on the date hereof or hereafter acquired in a manner consistent with this Agreement) Issue Date to a Prospective Purchaser, other than Purchaser (a Related Transferee“Bring-Along Sale”), then such Majority Shareholders Sponsor Parties shall have the right (the "Drag“Bring-Along Right"”) to compel each of the remaining Shareholders Investors and any Permitted Transferees of the Investors (the "Drag“Bring-Along Shareholders"Parties”) to sell all sell, free and clear of any liens or encumbrances, (1) if the Sponsor Parties are selling Series A Preferred in connection with such Bring-Along Sale, a number of shares of Series A Preferred equal to the product obtained by multiplying (i) the total number of shares of Series A Preferred, owned by such Investor as of the date of the Bring-Along Notice, with (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock Series A Preferred that the Sponsor Parties propose to sell and Warrants the denominator of which shall equal the total number of shares of Series A Preferred owned by them to such Sponsor Parties s as of the Prospective Purchaser date of the Bring-Along Notice, for such consideration per share (reduced by of Series A Preferred as the exercise price Sponsor Parties would receive for shares of the Warrants, Series A Preferred in the case of the Warrants), such Bring-Along Sale and on the same terms and subject to the same conditions, conditions as the Majority Shareholders Sponsor Parties are able to obtain, and (2) if the Sponsor Parties are selling shares of Common Stock and/or shares of Series A Preferred in connection with such Bring-Along Sale, the number of shares of Common Stock equal to the product obtained by multiplying (i) the total number of shares of Common Stock (on an As-Converted Basis (but without counting for such purposes shares of Series A Preferred required to be sold under (1) above)), owned by such Investor as of the date of the Bring-Along Notice, with (ii) a fraction, the numerator of which shall be the total number of shares of Common Stock (on an As-Converted Basis (but without counting for such purposes shares of Series A Preferred that such Sponsor Parties are selling, if the Investor is required to sell shares of Series A Preferred under (1) above)) that the Sponsor Parties propose to sell and the denominator of which shall equal the total number of shares of Common Stock (on an As-Converted Basis (but without counting for such purposes shares of Series A Preferred that such Sponsor Parties are selling, if the Investor is required to sell shares of Series A Preferred under (1) above)), owned by the Sponsor Parties as of the date of the Bring-Along Notice, for such consideration per share of Common Stock as the Sponsor Parties would receive for shares of Common Stock and on the same terms and subject to the same conditions as the Sponsors are able to obtain; provided, however, that the Bring-Along Parties shall be required to give only representations and warranties substantially comparable to the representations and warranties of such Sponsor Sparties, which representations and warranties will be limited to representations and warranties as to their title to the shares being sold by them, to their existence, power and authorization to execute any sale documents, that such sale shall not contravene such Bring-Along Parties’ organizational documents, if any, or any law or regulation applicable to such Bring-Along Party, that such sale shall not breach or cause a default under any material agreement to which such Bring-Along Party is party, and to the enforceability of such documents, and shall not be obligated to accept an overall limit on their liability in excess of the net proceeds received by them in any such sale. The Majority Shareholders Sponsors shall exercise the DragBring-Along Right by giving written notice (the "Drag“Bring-Along Notice"”) to the Company and the DragBring-Along Shareholders Parties 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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) that all the Shareholders Bring-Along Parties shall be obligated to sell their shares of Common Stock and Warrants or Series A Preferred, as applicable, upon the same terms and subject to the same conditions; PROVIDED, HOWEVER, that, in addition conditions (subject to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 considerationapplicable law).

The Right. If one or more Shareholders holding, in the aggregate, at any time any Founder (a majority of the issued and outstanding Common Stock (the "Majority ShareholdersSelling Founder") propose proposes 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 to a bona fide offer from a party or parties other than other Founders or any of the Investors and Warrants owned by them such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Prospective Purchaser for Investors, such consideration per share notice containing (reduced by i) notice that the exercise price 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 Warrantsagreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the case of the Warrantssale (assuming all Investors elect to be Co-Sellers), and . The Investors shall be entitled to sell their pro rata portion on the same terms and subject to the same conditions, conditions as the Majority Shareholders are able to obtainSelling Founder. The Majority Shareholders shall exercise If any of the Drag-Along Right by giving written notice 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 "DragCo-Along NoticeSeller") shall have the right to sell up to its pro rata portion of Common Stock which the Company 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 the Drageach Co-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address Seller shall assume its respective part of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions obligations of the proposed sale 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 (including any consideration 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 paid other 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 in respect its pro rata portion of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 considerationso offered.

The Right. If one or more Shareholders holding, in the aggregate, JFL Group (the "Majority Stockholders") proposes to sell at least a majority of the issued and outstanding Common Stock (the "Majority Shareholders") propose to sell all the Common Stock Securities owned by such Majority Shareholders (whether owned by such Shareholders on the date hereof or hereafter acquired in a manner consistent with this Agreement) Stockholders to a Prospective Purchaser, Purchaser other than a Related TransfereeTransferee (a "Drag-Along Sale"), then such Majority Shareholders Stockholders shall have the right (the "Drag-Along Right") to compel the remaining Shareholders Stockholders (the "Drag-Along ShareholdersStockholders") to sell all the same percentage of the shares of Common Stock and Warrants Securities owned by them to the Prospective Purchaser as the Majority Stockholders propose to sell for such consideration per share (reduced by the exercise price of the Warrants, in the case of the Warrants), and on the same terms and subject to the same conditions, conditions as the Majority Shareholders Stockholders are able to obtain. The Majority Shareholders Stockholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company and the Drag-Along Shareholders Stockholders 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 (including any consideration proposed to be paid other than in respect of the Common Stock or WarrantsSecurities) and (iv) that all the Shareholders Stockholders shall be obligated to sell their shares of Common Stock and Warrants Securities upon the same terms and subject to the same conditions; PROVIDEDprovided, HOWEVERhowever, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or WarrantsSecurities, the Shareholders Stockholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or WarrantsSecurities, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred by the Majority Shareholders Stockholders 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 In the event the Camden Purchasers (the "Initiating --------- Sellers") propose a Transfer of all of their Securities in one or more Shareholders holding, in the aggregaterelated transactions (including without limitation, a majority merger or consolidation) (a "Camden Sale of the issued and outstanding Common Stock Company") to a bona fide third party purchaser (the "Majority ShareholdersProposed Buyer") propose to sell all on an arm's length basis, 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 AgreementInitiating Seller(s) to a Prospective Purchaser, other than a Related Transferee, then such Majority Shareholders shall have the right (the "Drag-Along Right") to compel require the remaining Shareholders Common Stockholders (each a "Drag-Along Seller" and collectively the "Drag-Along Sellers") to sell, and each Drag-Along Seller hereby agrees to sell, to the Proposed Buyer the "Applicable Percentage" (as defined herein) of the Securities held by such Drag-Along Seller (the "Drag-Along ShareholdersAmount") in the same terms as the Proposed Buyer has agreed to sell 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 purchase all and not less than all of the shares of Common Stock and Warrants owned by them to Securities from the Prospective Purchaser for such consideration per share (reduced by the exercise price of the Warrants, in the case of the Warrants), and Initiating Sellers on the same terms and subject to conditions as offered by the same conditions, as Proposed Buyer (except that the Majority Shareholders are able to obtain. The Majority Shareholders shall exercise consideration must be in cash regardless of the Drag-Along Right consideration offered by giving written notice the Proposed Buyer) (the "Drag-Along NoticePut Right") as set forth more fully in Section 7.5 below, the Initiating Sellers shall have the right but not the ----------- obligation to sell such Securities to the Company and Common Stockholders in accordance with the Drag-Along Shareholders stating Put Right. "Applicable Percentage" means, with respect to Securities, the ratio (iexpressed as a percentage) that they propose to effect such transaction, of (iiA) the name and address number of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions shares of the proposed sale (including any consideration Securities proposed to be paid other than in respect Transferred by the Initiating Sellers, to (B) the total number of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or Warrants, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred Securities held 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 considerationInitiating Sellers.

The Right. If one at any time the Common Holder proposes to sell or more Shareholders holding, otherwise transfer any Common Shares to parties in the aggregate, a majority of the issued and outstanding Common Stock transaction (the "Majority ShareholdersTransaction") 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 and Warrants owned by them to the Prospective Purchaser for such consideration per share (reduced by the exercise price of the 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. The Majority Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to extent that the Company and the Drag-Along Shareholders stating Holders waive any rights of first refusal they may have with respect to such shares then any Holder (ia "Selling Holder" for purposes of this Section 3.2) that they propose to effect which notifies such transaction, (ii) the name and address Common Holder in writing within 30 days after receipt of the Prospective Purchasernotification from such Common Holder referred to in subsection 3.2(c), (iii) shall have the proposed purchase price per share and other terms and conditions of the proposed sale (including any consideration proposed opportunity to be paid other than in respect sell up to a pro rata portion of the Common Stock or Warrants) and (iv) that all Shares which the Shareholders shall be obligated Common Holder proposes to sell to such third party in the Transaction (which are not purchased by the Company, the Holders or their shares of Common Stock and Warrants upon the same terms and subject to the same conditions; PROVIDEDrespective assigns). In such instance, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, Holder shall assign so much of his interest in the Shareholders proposed agreement of sale as the Selling Holder shall be entitled to receive a ratable portion and shall request hereunder, and the Selling Holder shall assume such part of any consideration paid other than in respect the obligations of the Common Stock or Warrants, Holder under such agreement as shall relate to the extent sale of the securities by the Selling Holder. For the purposes of this Section 3.2, the "pro rata portion" which the Selling Holder shall be entitled to sell shall be an amount of Common Shares equal to a fraction of the total amount of Common Shares proposed to be sold to such third party. The numerator of such fraction shall be the number of Equity Securities (assuming the conversion of all such securities to Common Stock) owned by a Selling Holder and the denominator shall be the total number of Equity Securities (assuming the conversion of all such securities to Common Stock) owned by all participating Selling Holders and the Common Holder proposing to sell shares in the Transaction. Each Selling Holder shall notify the Common Holder whether it elects to sell an amount equal to or less than its pro rata share of the Common 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 consideration exceeds (i) Selling Holder notifies the fair market value Common Holder of such allocation, and provided that such allocation does not threaten the Company's reliance on any tangible property transferred by exemption from the Majority Shareholders in exchange for such consideration registration provisions of the Securities Act or (ii) an amount that is customary and reasonable for any intangible property or rights transferred or granted in exchange for such considerationthe applicable qualifications provisions.

The Right. If one or at any time a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the sale of more Shareholders holding, in the aggregate, a majority than five percent (5%) of the issued and then-outstanding Common Stock determined on an as-converted basis (a "Co-Sale Transaction"), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then- outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co-Seller. For the purposes of this Section 4, the "Majority Shareholders") propose pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the Common numerator of which shall be the number of shares of Stock owned by such Majority Shareholders Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co- Sellers (whether owned by such Shareholders on giving effect in each case to the date hereof or hereafter acquired in a manner consistent with conversion of all Preferred Shares into Common Stock). Insofar as possible this Agreement) right of co-sale shall apply 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 Stock of the shares same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co-sale hereunder does not have a sufficient amount 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 and Warrants owned by them a Person wishing to the Prospective Purchaser for such consideration per share (reduced by the exercise price its rights of the 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. The Majority Shareholders shall exercise the Dragco-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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) that all the Shareholders shall be obligated to sell their hereunder does not have sufficient shares of Common Stock and Warrants upon the same terms and subject to the same conditions; PROVIDEDStock, HOWEVERbut has Preferred Shares, that, in addition to receiving their ratable portion such Person may convert a sufficient number of any consideration paid in respect of the Preferred Shares into Common Stock or Warrantsin accordance with the procedures set forth in the Certificate of Incorporation, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 considerationas amended.

The Right. If one or at any time a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the sale of more Shareholders holding, in the aggregate, a majority than five percent (5%) of the issued and then-outstanding Common Stock determined on an as-converted basis (a "Co-Sale 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 Stockholder shall 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 Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co- Seller. For the purposes of this Section 4, the "Majority Shareholders") propose pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the Common numerator of which shall be the number of shares of Stock owned by such Majority Shareholders Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co-Sellers (whether owned by such Shareholders on giving effect in each case to the date hereof or hereafter acquired in a manner consistent with conversion of all Preferred Shares into Common Stock). Insofar as possible this Agreement) right of co-sale shall apply 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 Stock of the shares same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount 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 and Warrants owned by them a Person wishing to the Prospective Purchaser for such consideration per share (reduced by the exercise price its rights of the 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. The Majority Shareholders shall exercise the Dragco-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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) that all the Shareholders shall be obligated to sell their hereunder does not have sufficient shares of Common Stock and Warrants upon the same terms and subject to the same conditions; PROVIDEDStock, HOWEVERbut has Preferred Shares, that, in addition to receiving their ratable portion such Person may convert a sufficient number of any consideration paid in respect of the Preferred Shares into Common Stock or Warrantsin accordance with the procedures set forth in the Certificate of Incorporation, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 considerationas amended.

The Right. If one If, at any time after the Closing Date, IMMERSION shall offer any shares of capital stock of IMMERSION or more Shareholders holdingany security exercisable for or convertible into such capital stock ("Capital Stock") (other than a sale or issuance within the meaning of Section 2.1((d)) ("Limitation")) in a transaction not registered under the Securities Act in reliance upon a claimed exemption thereunder, in IMMERSION shall give both Intel and the aggregate, a majority of the issued and outstanding Common Stock Primary Purchaser (the "Majority ShareholdersPrimary Preferred Holders") propose written notice (the "Notice of Issuance") of IMMERSION's intention to sell and issue such Capital Stock, setting forth the proposed price, quantity and other material terms and conditions under which IMMERSION proposes to make such sale (the date such notice is delivered to Primary Preferred Holders is hereinafter referred to as the "Notice Date"). Prior to any sale or issuance by IMMERSION of any Capital Stock, each Primary Preferred Holder shall have the right to purchase a portion of such Capital Stock on terms which, subject to this Section 2.1 ("Right of First Offer"), are the same to each Primary Preferred Holder as the terms on which IMMERSION is willing and proposes to sell such Capital Stock to other prospective investors. Each Primary Preferred Holder shall have fifteen (15) days after the Notice Date to notify IMMERSION in writing that it elects to purchase some or all of such Primary Preferred Holder's Pro Rata Share (as hereinafter defined) of the Capital Stock so offered. A Primary Preferred Holder's Pro Rata Share of the Capital Stock so offered shall be determined by (i) multiplying by the amount of Capital Stock proposed to be sold or issued by IMMERSION by (ii) a fraction calculated by dividing (A) the number of shares of Common Stock owned by such Majority Shareholders Primary Preferred Holder or issued and issuable upon exercise or conversion of Capital Stock (whether owned other than Common Stock) of IMMERSION held 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 Primary Preferred Holder as of the Notice Date by (B) the total number of shares of Common Stock issued and Warrants owned by them to the Prospective Purchaser for such consideration per share (reduced by the outstanding or issuable upon exercise price or conversion of all outstanding Capital Stock as of the 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. The Majority 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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 considerationNotice Date.

The Right. If one or more Shareholders holding, in the aggregate, a majority at any time any of the issued and outstanding Common Stock Holders other than Intel Corporation (a "Selling Holder") proposes to sell any of the Shares held by such Selling Holder (the "Majority ShareholdersOffered Securities") propose to sell all parties other than the Common Stock owned by such Majority Shareholders (whether owned by such Shareholders on the date hereof or hereafter acquired Company in a manner consistent with this Agreementtransaction (the "Transaction") to not registered under the Securities Act in reliance upon a Prospective Purchaser, other than a Related Transfereeclaimed exemption thereunder, then such Majority Shareholders any other Stockholder (a "Purchasing Holder" for purposes of this subsection 2.2) that notifies the Selling Holder in writing within thirty (30) days after receipt of the Transfer Notice referred to in Section 2.2(b), shall have the right (opportunity to purchase a pro rata portion of Offered Securities that the Selling Holder proposes to sell to such third party in the Transaction. For the purposes of this Section 2, the "Drag-Along Right") to compel pro rata portion" that the remaining Shareholders (the "Drag-Along Shareholders") to sell all of the shares of Common Stock and Warrants owned by them to the Prospective Purchaser for such consideration per share (reduced by the exercise price of the 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. The Majority 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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders Purchasing Holder shall be entitled to receive purchase shall be an amount of Shares equal to a ratable portion of any consideration paid other than in respect fraction of the Common Stock or Warrantstotal amount of Offered Securities proposed to be sold. The numerator of such fraction shall be the number of Shares owned by a Purchasing Holder and the denominator shall be the total number of Shares owned by all Purchasing Holders and the Selling Holder. Each Purchasing Holder shall be entitled to apportion Shares to be purchased among its partners and affiliates, to the extent provided that such consideration exceeds (i) Purchasing Holder notifies the fair market value Selling Holder of such allocation, and provided that such allocation does not threaten the Company's reliance on any tangible property transferred by exemption from the Majority Shareholders in exchange for such consideration registration provisions of the Securities Act or (ii) an amount that is customary and reasonable for any intangible property or rights transferred or granted in exchange for such considerationthe qualification provisions of applicable state securities laws.

The Right. If one any Sponsor or more Shareholders holdingany of its Affiliates proposes to enter into any agreement to sell shares of Series A Preferred or Common Stock to any person (other than transfers among each Sponsor and its Affiliates) (a “Prospective Purchaser”) that, in when taken together with all other sales of Series A Preferred or Common Stock by such Sponsor and its Affiliates (other than transfers among such Sponsor and its Affiliates) from and after the aggregateIssue Date, a majority would exceed 50% of the issued and outstanding Common Stock (the "Majority Shareholders") 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 aggregate number of the shares of Common Stock and Warrants (on an As-Converted Basis) owned by them to such Sponsor and its Affiliates on the Prospective Purchaser for such consideration per share date hereof, (reduced by the exercise price a “Tag-Along Sale”), then each of the WarrantsInvestors shall have the right, but not the obligation, to participate in any such sale or transfer of such shares of Series A Preferred or Common Stock by such Sponsor and its Affiliates in accordance with the case of the Warrants), procedures set forth below and on the same terms and subject to the same conditions, conditions as the Majority Shareholders are able those on which such Sponsor and its Affiliates propose to obtaintransfer their shares. The Majority Shareholders shall exercise the DragPrior to any proposed Tag-Along Right by giving Sale, the Sponsor shall deliver, and/or where applicable shall cause its Affiliates to deliver, to each Investor, a written notice (the "Drag“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 Company terms and the Dragconditions to which such sale is subject. The Tag-Along Shareholders stating Notice shall set forth the percentage of shares of Series A Preferred and/or Common Stock held by each Investor that such Investor can include in such Tag-Along Sale (the “Tag-Along Percentage”), which percentage will equal the quotient of (i) the difference of (x) the total number of shares of Common Stock (on an As-Converted Basis) that they propose are proposed to effect 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 in connection with such transactiontransaction (assuming that all such persons exercise all such rights to the fullest extent), divided by (ii) the name and address total number of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the proposed sale (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) that all the Shareholders shall be obligated to sell their shares of Common Stock and Warrants upon (on an As-Converted Basis), owned in 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 Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or Warrants, to the extent that such consideration exceeds (i) the fair market value of any tangible property transferred aggregate by the Majority Shareholders in exchange for Investors and the Sponsor and/or its Affiliates on the date of such consideration or (ii) an amount that is customary and reasonable for any intangible property or rights transferred or granted in exchange for such considerationTag-Along Notice.

The Right. If one or at any time a Selling Stockholder proposes to sell any shares of Stock to any third party in a transaction involving the sale of more Shareholders holding, in the aggregate, a majority than five percent (5%) of the issued and then-outstanding Common Stock determined on an as-converted basis (a "Co-Sale Transaction"), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then- outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co-Seller. For the purposes of this Section 4, the "Majority Shareholders") propose pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the Common numerator of which shall be the number of shares of Stock owned by such Majority Shareholders Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co- Sellers (whether owned by such Shareholders on giving effect in each case to the date hereof or hereafter acquired in a manner consistent with conversion of all Preferred Shares into Common Stock). Insofar as possible this Agreement) right of co-sale shall apply 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 Stock of the shares same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co-sale hereunder does not have a sufficient amount 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 and Warrants owned by them a Person wishing to the Prospective Purchaser for such consideration per share (reduced by the exercise price its rights of the 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. The Majority Shareholders shall exercise the Dragco-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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) that all the Shareholders shall be obligated to sell their hereunder does not have sufficient shares of Common Stock and Warrants upon the same terms and subject to the same conditions; PROVIDEDStock, HOWEVERbut has Preferred Shares, that, in addition to receiving their ratable portion such Person may convert a sufficient number of any consideration paid in respect of the Preferred Shares into Common Stock or Warrantsin accordance with the procedures set forth in the Certificate of Incorporation, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 considerationas amended.

The Right. If one or more Shareholders holding, in the aggregate, a majority of the issued and outstanding Common Stock (the "Majority Shareholders") 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 and Warrants owned by them to the Prospective Purchaser for such consideration per share (reduced by the exercise price of the 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 by a remaining Shareholder does not violate applicable law. The Majority 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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) 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 conditionsconditions (subject to applicable law); PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 one or more Shareholders holding, in the aggregate, at any time any Founder (a majority of the issued and outstanding Common Stock (the "Majority ShareholdersSelling Founder") propose proposes 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 to a bona fide offer from a party or parties other than other Founders or any of the Investors and Warrants owned by them such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Prospective Purchaser for Investors, such consideration per share notice containing (reduced by i) notice that the exercise price 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 Warrantsagreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the case of the Warrantssale (assuming all Investors elect to be Co-Sellers), and . The Investors shall be entitled to sell their pro rata portion on the same terms and subject to the same conditions, conditions as the Majority Shareholders are able to obtainSelling Founder. The Majority Shareholders shall exercise If any of the Drag-Along Right by giving written notice 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 "DragCo-Along NoticeSeller") shall have the right to sell up to its pro rata portion of Common Stock which the Company 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 the Drageach Co-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address Seller shall assume its respective part of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions obligations of the proposed sale 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 (including any consideration 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 paid other 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 in respect its pro rata portion of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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.so offered

The Right. If one or more Shareholders holding, in the aggregate, a majority at any time any of the issued and outstanding Common Stock Employee Holders or the Investors (the "Majority ShareholdersSelling Shareholder") propose proposes to sell all the Common Stock owned by such Majority Shareholders (whether owned by such Shareholders on the date hereof or hereafter acquired transfer any Equity Securities other than as set forth in Sections 2.1 and 2.2 of this Agreement in a manner consistent with this Agreementtransaction (the "Transaction") not registered under the Securities Act and the Investors do not exercise their Right of First Refusal as to a Prospective Purchaser, other than a Related Transfereethe full amount of the Offered Shares pursuant to Section 4.1, then such Majority Shareholders any Investor who does not exercise its Right of First Refusal (a "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 Transfer Notice referred to in Section 4.1(a), shall have the right (the "Drag-Along Right") to compel the remaining Shareholders (the "Drag-Along Shareholders") opportunity to sell all a pro rata portion of Equity Securities which the shares of Common Stock and Warrants owned by them Selling Shareholder proposes to sell to such third party in the Prospective Purchaser for such consideration Transaction at the same price per share (reduced by the exercise price of the Warrants, in the case of the Warrants), and on the same terms and subject conditions as are applicable to the same conditionsproposed sale or transfer by the Selling Shareholder; provided that no Investor shall be required in connection with any such Transaction to make any representation, as the Majority Shareholders are able warranty or covenant other than those relating to obtain. The Majority Shareholders shall exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to the Company such Investor's power and the Drag-Along Shareholders stating (i) that they propose authority to effect such transactiontransfer without contravention of any of its organizational documents or any agreement, (ii) 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 name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the proposed sale (including any consideration proposed securities to be paid transferred by it being free and clear of all liens and encumbrances (other than in respect those created hereby or those of general applicability under applicable securities laws); provided, further, that notwithstanding the Common Stock or Warrants) and (iv) that all the Shareholders foregoing, each Investor shall be obligated to sell their shares of Common Stock and Warrants indemnify the third party purchaser upon the same terms and subject conditions as are applicable to the same conditions; PROVIDEDindemnification given by the Selling Shareholder in connection with such transfer so long as (x) all indemnification obligations are several, HOWEVERand not joint and several, that, among all transferors in addition proportion to receiving their ratable portion the consideration paid to each transferor and (y) the maximum indemnification obligation of any consideration paid in respect Investor shall not exceed the net cash proceeds actually received by it as a result of the Common Stock or Warrantssuch transfer. In such instance, the Shareholders Selling Shareholder shall assign so much of his interest in the proposed agreement of sale as the Selling Investor shall be entitled to receive a ratable and shall request hereunder, and the Selling Investor shall assume such part of the obligations of the Selling Shareholder under such agreement as shall relate to the sale of the securities by the Selling Investor. For the purposes of this Section 4.2, the "pro rata portion" which the Selling Investor shall be entitled to sell shall be the number of shares proposed to be sold in the Transaction multiplied by the quotient equal to (1) the number of shares of Common Stock issued to the Selling Investor and/or issuable upon conversion or exercise of the Selling Investor's Preferred Stock and/or Warrants divided by (2) the total number of shares of Common Stock issued to all Investors and/or issuable upon conversion and exercise of all Investors' Preferred Stock and Warrants. Each Selling Investor shall notify the Selling Shareholder whether it elects to sell an amount equal to or less than its pro rata portion of any consideration paid other than in respect of the Common Stock or WarrantsEquity Securities so offered. Each Selling Investor shall be entitled to apportion Equity Securities to be sold among its partners and affiliates, to the extent provided that such consideration exceeds (i) such Selling Investor notifies the fair market value Selling Shareholder of any tangible property transferred by the Majority Shareholders in exchange for such consideration or allocation and (ii) an amount that is customary and reasonable for such allocation does not require such Transaction to be registered or qualified under the Securities Act or any intangible property 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 rights transferred or granted any lesser amount) in exchange for such considerationTransaction shall be permitted by the purchasing party to effect such sale.

The Right. If one or more Shareholders holding, in the aggregate, at any time any Founder (a majority of the issued and outstanding Common Stock (the "Majority ShareholdersSelling Founder") propose proposes 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 to a bona fide offer from a party or parties other than other Founders or any of the Investors and Warrants owned by them such sale is a private transaction, then the Selling Founder shall provide notice of such proposed sale to the Prospective Purchaser for Investors, such consideration per share notice containing (reduced by i) notice that the exercise price 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 Warrantsagreement between the Selling Founder and the purchaser, and (iv) each Investor's "pro rata portion" (as defined below) in the case of the Warrantssale (assuming all Investors elect to be Co-Sellers), and . The Investors shall be entitled to sell their pro rata portion on the same terms and subject to the same conditions, conditions as the Majority Shareholders are able to obtainSelling Founder. The Majority Shareholders shall exercise If any of the Drag-Along Right by giving written notice 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 "DragCo-Along NoticeSeller") shall have the right to sell up to its pro rata portion of Common Stock which the Company 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 the Drageach Co-Along Shareholders stating (i) that they propose to effect such transaction, (ii) the name and address Seller shall 44 assume its respective part of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions obligations of the proposed sale 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 (including any consideration 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 paid other 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 in respect its pro rata portion of the Common Stock or Warrants) and (iv) 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; PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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.so offered

The Right. If one or more the Class D Shareholders holding, in the aggregate, a majority propose to sell 80% of the issued and outstanding Common Stock (the "Majority Shareholders") 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) shares of Class D common stock to a Prospective Purchaser, other than Purchaser (a Related Transferee, "Class D Drag-Along Sale") then such Majority the Class D Shareholders shall have the right (the "Drag-Along Right") to compel the remaining Shareholders GEI Investors and any Permitted Transferees of the GEI Investors (the "Drag-Along Shareholders") to sell all of (1) the shares number of Common Stock and Warrants Shares owned by them such Drag-Along Shareholder multiplied by a fraction, the numerator of which is the total number of Common Shares proposed to be sold by the 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 (reduced by the exercise price of the Warrants, in the case of the Warrants), and on the same terms and subject to the same conditions, conditions as the Majority Class D Shareholders are able to obtainobtain 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 Conversion Shares (as defined in the Preferred Statement) acquirable upon the complete conversion of such holder's Preferred Shares pursuant to Section 6.1 of the Preferred Statement immediately before the sale to the Prospective Purchaser; provided, that the Class D Shareholders shall provide the 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 Majority 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 (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and sale, (iv) that all the Shareholders shall be obligated to sell their shares of Common Stock and Warrants Shares upon the same terms and subject to the same conditions; PROVIDED, HOWEVER, that, in addition conditions (subject to receiving their ratable portion applicable law) and (v) that all of the Preferred Shares of any consideration paid Drag-Along Shareholders will be purchased in respect of the Common Stock or Warrants, the Shareholders shall be entitled to receive a ratable portion of any consideration paid other than in respect of the Common Stock or 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 considerationaccordance with this Section 6(a).