Common use of Assignment of Right of First Refusal Clause in Contracts

Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock other than shares of capital stock that are subject to the Amended and Restated 2007 Right of First Refusal and Co-Sale Agreement dated on or about the date of this Agreement, whether such right of first refusal or right of first offer is pursuant to the Company’s charter documents, by contract or otherwise, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Major Investor. In the event of such assignment, each Major Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred. Each Major Investor’s pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Major Investor at the time of the proposed transfer and the denominator of which is the total number of Registrable Securities owned by all Major Investors at the time of such proposed transfer. A Major Investor shall be entitled to apportion the right of first refusal granted to it among itself and its partners and affiliates in such proportion as it deems appropriate

Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock other than shares of capital stock that are subject to the Amended and Restated 2007 Right of First Refusal and Co-Sale Agreement dated on or about the date of this Agreement, whether such right of first refusal or right of first offer is pursuant to the Company’s charter documents, by contract or otherwise, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Major Investor. Such Major Investors shall have the option to exercise such right of first refusal or right of first offer within fifteen (15) days following receipt of such notice from the Company. In the event of such assignment, each Major Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferredtransferred (the “Transfer Stock”). Each Major Investor’s pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Major Investor at the time of the proposed transfer and the denominator of which is the total number of Registrable Securities shares owned by all Major Investors at the time of such proposed transfer. A The Company shall further assign such right of first refusal or right of first offer with respect to any portion of the Transfer Stock not otherwise purchased by the Major Investors to each Major Investor that does elect to purchase its pro rata portion (a “Participating Investor”). Each Participating Investor shall be entitled have ten (10) days to apportion exercise such right following receipt of notice from the Company and the right of first refusal granted to it or right of first offer shall be allocated among itself and its partners and affiliates the Participating Investors on a pro rata basis as determined in such proportion as it deems appropriatethis Section 3.12 (except that the number of shares owned by Major Investors other than Participating Investors shall be excluded for the purpose of calculating each Participating Investor’s pro rata portion).

Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock other than shares of capital stock that are subject to the Amended and Restated 2007 Right of First Refusal and Co-Sale Agreement dated on or about the date of this Agreement, whether such right of first refusal or right of first offer is pursuant to the Company’s charter documents, by contract or otherwise, the Company shall, to the extent it may do so, shall assign such right of first refusal or right of first offer to the Major Investors; provided, however, that the Company shall not assign its right of first refusal set forth in that certain Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the parties thereto. The Company shall provide each Major InvestorInvestor with written notice of the Company’s election not to exercise any such right of first refusal, which written notice shall be provided no less than twenty (20) days prior to the date of which the Company’s right of first refusal would expire. In the event of such assignment, each Major Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred. Each Major Investor’s pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Major Investor at the time of the proposed transfer and the denominator of which is the total number of Registrable Securities shares owned by all Major Investors at the time of such proposed transfer. A Major Investor shall be entitled to apportion the right of first refusal granted to it among itself and its partners and affiliates in such proportion as it deems appropriate.