Common use of First Refusal Rights Clause in Contracts

First Refusal Rights. (i) At least fifteen (15) days prior to any Transfer of Stockholder Shares (other than (i) a Transfer pursuant to a Public Sale, (ii) a Transfer to the Company, (iii) a Transfer to another Stockholder or his, her or its Permitted Transferees, (iv) a Transfer to a Permitted Transferee, (v) redemptions of Preferred Stock pursuant to the Company's Articles of Incorporation, or (vi) a Transfer pursuant to SECTIONS 3 or 6) by an Investor or its Permitted Transferees (a "TRANSFERRING HOLDER"), such Transferring Holder shall first offer to sell such Transferring Holder's Stockholder Shares by delivering a written notice (the "TRANSFER NOTICE") to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees that have become Stockholders hereunder, specifying in reasonable detail the number and class of shares to be Transferred, the identity of the prospective transferee(s), the closing date for the proposed Transfer, which date shall not be earlier than forty-five (45) days from the date of the Transfer Notice, and all material terms and conditions of the Transfer, which terms and conditions shall have been agreed upon by the prospective transferee(s). The Investors other than the Transferring Holder, on a pro-rata basis (calculated as a percentage, the numerator of which is the number of Stockholder Shares then held by the Investor electing to participate and the denominator of which is the total number of Stockholder Shares held by all the participating Investors), may elect to purchase all or any portion of the Stockholder Shares to be transferred at the same price and on the same terms as such Stockholder Shares are to be offered to such other Persons by delivering written notice to the Transferring Holder, the Investors other than the Transferring Holder, OEP and to OEP's Permitted Transferees that have become Stockholders hereunder within fifteen (15) days after delivery of the Transfer Notice. If for any reason the Investors other than the Transferring Holder do not elect to purchase all of the Stockholder Shares to be transferred, the Company shall be entitled to purchase all of the Stockholder Shares which the Investors other than the Transferring Holder have not elected to purchase (the "AVAILABLE SECURITIES") at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election to the Investors other than the Transferring Holder, to OEP and to OEP's Permitted Transferees that have become Stockholders hereunder and to the Transferring Holder within thirty (30) days after delivery of the Transfer Notice. If for any reason the Investors other than the Transferring Holder and the Company do not elect to purchase all of the Stockholder Shares to be transferred, OEP shall be entitled to purchase all of the Available Securities at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election to the Investors other than the Transferring Holder and to the Transferring Holder and the Company within forty-five (45) days after delivery of the Transfer Notice. (ii) The consummation of the Transfer under SECTION 6(a)(i) above shall take place at 10:00 a.m. local time at the offices of the Company, on the earlier of (x) date specified for the proposed Transfer in the notice from the applicable purchaser accepting the offer set forth in the Transfer Notice, or (y) the closing date specified by the Transferring Holder in the Transfer Notice, at which time the purchaser shall deliver the appropriate consideration, and the Transferring Holder shall deliver certificates (or an affidavit of lost certificate, as appropriate) representing the Stockholder Shares to be sold, free and clear of any and all liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), together with such other instruments and documents of transfer as the purchaser shall reasonably request. (iii) If the Investors other than the Transferring Holder and/or the Company, OEP and OEP Permitted Transferees do not elect to purchase, collectively, all of the Stockholder Shares specified in the Transfer Notice, then the Transferring Holder may transfer all of the Stockholder Shares specified in the Transfer Notice to the transferee(s) identified in the Transfer Notice for (x) a price no less than the price specified in the Transfer Notice and (y) other terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice, during the 120-day period immediately following the date on which the Transfer Notice has been given to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees. Any Stockholder Shares not transferred within such 90-day period will be subject to the provisions of this SECTION 6(a) upon subsequent Transfer.

First Refusal Rights. (i) At Subject to Sections 4(a), 4(b), 4(d) and 4(e), at least fifteen (15) 60 days prior to any Transfer sale of Company Shares by any Stockholder Shares (other than (iSentinel or Sentinel II) a Transfer pursuant to a Public Sale, (ii) a Transfer to the Company, (iii) a Transfer to another Stockholder or his, her or its any of their Permitted Transferees, such Person making such sale (ivthe "Offering Stockholder") a Transfer to a Permitted Transferee, (v) redemptions of Preferred Stock pursuant to the Company's Articles of Incorporation, or (vi) a Transfer pursuant to SECTIONS 3 or 6) by an Investor or its Permitted Transferees (a "TRANSFERRING HOLDER"), such Transferring Holder shall first offer to sell such Transferring Holder's Stockholder Shares by delivering deliver a written notice (the "TRANSFER NOTICETransfer Notice") to the Company, Company and the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees that have become Other Stockholders hereunder, specifying in reasonable detail the number and class of shares proposed to be Transferred, sold (the identity of the prospective transferee(s"Transfer Stock"), the closing date for proposed purchase price (which shall be payable solely in cash) and the proposed Transfer, which date shall not be earlier than forty-five (45) days from the date of the Transfer Notice, and all material other terms and conditions of the Transfersale and enclosing therewith a true and complete copy of a written offer, which letter of intent or other written document signed by the prospective transferee setting forth the proposed terms and conditions shall have been agreed upon by of the prospective transferee(s)sale. The Investors other than the Transferring Holder, on a pro-rata basis Company (calculated as a percentage, the numerator of which is the number of Stockholder Shares then held by the Investor electing to participate and the denominator of which is the total number of Stockholder Shares held by all the participating Investorsor its designee(s), ) may elect to purchase all or any portion (but not less than all) of the Stockholder Shares to be transferred at the same price and on Transfer Stock, upon the same terms and conditions as such Stockholder Shares are to be offered to such other Persons by delivering written notice to the Transferring Holder, the Investors other than the Transferring Holder, OEP and to OEP's Permitted Transferees that have become Stockholders hereunder within fifteen (15) days after delivery of those set forth in the Transfer Notice. , by delivering a written notice of such election to the Stockholders within 20 days after the Transfer Notice has been delivered to the Company. (ii) If for any reason the Investors other than the Transferring Holder do Company and its designee(s) have not elect elected to purchase all of the Stockholder Shares Transfer Stock, Sentinel II (or designee(s)) may elect to be transferredpurchase, upon the Company shall be entitled to purchase same terms and conditions as those set forth in the Transfer Notice, all or some of the Stockholder Shares which the Investors other than the Transferring Holder have not elected to purchase number (the "AVAILABLE SECURITIESSentinel Portion") at of shares of Transfer Stock equal to the same price and on product of (A) Sentinel II's Pro Rata Share (provided that the same terms as such Available Securities are determination of Pro Rata Share shall be made without regard to be offered to such other Persons any Stockholder Shares held by the Offering Stockholder), multiplied by (B) the number of shares of Transfer Stock, by giving written notice of such election to the Investors other than the Transferring Holder, to OEP and to OEP's Permitted Transferees that have become Stockholders hereunder and to the Transferring Holder within thirty (30) 30 days after delivery the Transfer Notice has been delivered to Sentinel II (the "Sentinel Option Period"). The quotient, determined by dividing (x) the number of shares of Transfer Stock elected to be purchased by Sentinel II by (y) the Sentinel Portion, shall be referred to as the "Sentinel Ratio". (iii) If Sentinel II has elected to purchase any shares of Transfer Stock, each Other Stockholder shall have the right to elect to purchase, upon the same terms and conditions as those set forth in the Transfer Notice. If for , all or some of a number of shares of Transfer Stock equal to the product of (A) the Sentinel Ratio, (B) such Stockholder's Pro Rata Share (provided that the determination of Pro Rata Share shall be made without regard to any reason the Investors other than the Transferring Holder and the Company do not elect to purchase all of the Stockholder Shares to be transferredheld by the Offering Stockholder) and (C) the number of shares of Transfer Stock, OEP shall be entitled to purchase all of the Available Securities at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election to the Investors other than Other Stockholders within 10 days after the Transferring Holder and Sentinel Option Period (the "Stockholder Option Period"). Those Other Stockholders electing to the Transferring Holder purchase shares of Transfer Stock shall be referred to as "Electing Stockholders". (iv) If Sentinel II has elected to purchase any shares of Transfer Stock but Sentinel II and the Electing Stockholders have not elected to purchase all the Transfer Stock, each of Sentinel II and the Electing Stockholders shall have the right to elect to purchase all (but not less than all) of the shares of Transfer Stock not previously elected to be purchased (the (v) If neither (A) the Company within forty-five (45or its designee(s)) days after delivery nor (B) Sentinel II (or its designee(s)) and the Other Stockholders elects to purchase all of the Transfer Notice. (ii) The consummation of the Transfer under SECTION 6(a)(i) above shall take place at 10:00 a.m. local time at the offices of the Company, on the earlier of (x) date specified for the proposed Transfer in the notice from the applicable purchaser accepting the offer set forth in the Transfer Notice, or (y) the closing date specified by the Transferring Holder in the Transfer Notice, at which time the purchaser shall deliver the appropriate consideration, and the Transferring Holder shall deliver certificates (or an affidavit of lost certificate, as appropriate) representing the Stockholder Shares to be sold, free and clear of any and all liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), together with such other instruments and documents of transfer as the purchaser shall reasonably request. (iii) If the Investors other than the Transferring Holder and/or the Company, OEP and OEP Permitted Transferees do not elect to purchase, collectively, all of the Stockholder Shares Stock specified in the Transfer Notice, then the Transferring Holder may transfer all no Stockholder shall be permitted to purchase any of the Transfer Stock and the Offering Stockholder Shares specified in may sell the Transfer Notice to the transferee(s) identified in the Transfer Notice for (x) Stock at a price no less than the price specified in the Transfer Notice and (y) other on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice, Notice during the 12060-day period immediately following the date on which expiration of the Transfer Notice has been given to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted TransfereesStockholder Option Period. Any Stockholder Shares Transfer Stock not transferred within such 9060-day period will be subject to the provisions of this SECTION 6(aSection 4(c) upon any subsequent Transferproposed sale.

First Refusal Rights. (i) At least fifteen sixty (1560) days prior to making any Transfer of Stockholder Shares (other than a Permitted Transfer (ias hereafter defined)), the transferring Shareholder (the "TRANSFERRING SHAREHOLDER") shall deliver a Transfer pursuant to a Public Sale, written notice (iithe "SALE NOTICE") a Transfer to the CompanyCompany and each other Shareholder signatory hereto (each, (iii) a Transfer to another Stockholder or his, her or its Permitted Transferees, (iv) a Transfer to a Permitted Transferee, (v) redemptions of Preferred Stock pursuant to the Company's Articles of Incorporation, or (vi) a Transfer pursuant to SECTIONS 3 or 6) by an Investor or its Permitted Transferees (a "NON-TRANSFERRING HOLDERSHAREHOLDER"). The Sale Notice will state the aggregate amount of Shares to be Transferred, the identity of the proposed transferee, the terms and conditions of the proposed Transfer, and that such Transferring Holder proposed transferee is committed to acquire the Shares on the stated price, terms and conditions. The Company shall first offer have the right, but not the obligation, to sell such Transferring Holder's Stockholder elect to purchase all or a portion of the Shares to be Transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice (the "TRANSFER PURCHASE NOTICE") to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees that have become Stockholders hereunder, specifying in reasonable detail the number and class of shares to be Transferred, the identity of the prospective transferee(s), the closing date for the proposed Transfer, which date shall not be earlier than forty-five (45) days from the date of the Transfer Notice, and all material terms and conditions of the Transfer, which terms and conditions shall have been agreed upon by the prospective transferee(s). The Investors other than the Transferring Holder, on a pro-rata basis (calculated as a percentage, the numerator of which is the number of Stockholder Shares then held by the Investor electing to participate and the denominator of which is the total number of Stockholder Shares held by all the participating Investors), may elect to purchase all or any portion of the Stockholder Shares to be transferred at the same price and on the same terms as such Stockholder Shares are to be offered to such other Persons by delivering written notice to the Transferring Holder, the Investors other than the Transferring Holder, OEP and to OEP's Permitted Transferees that have become Stockholders hereunder within fifteen (15) days after delivery of the Transfer Notice. If for any reason the Investors other than the Transferring Holder do not elect to purchase all of the Stockholder Shares to be transferred, the Company shall be entitled to purchase all of the Stockholder Shares which the Investors other than the Transferring Holder have not elected to purchase (the "AVAILABLE SECURITIES") at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election to the Investors other than the Transferring Holder, to OEP and to OEP's Permitted Transferees that have become Stockholders hereunder and to the Transferring Holder within thirty (30) days after delivery of the Transfer Notice. If for any reason the Investors other than the Transferring Holder and the Company do not elect to purchase all of the Stockholder Shares to be transferred, OEP shall be entitled to purchase all of the Available Securities at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election to the Investors other than the Transferring Holder and to the Transferring Holder and the Company Shareholder within forty-five (45) days after delivery its receipt of the Transfer Notice. Sale Notice (ii) The consummation the "REFUSAL PERIOD"), which Purchase Notice shall specify the time, place and date of settlement of such purchase. If the Company does not elect to purchase all of the Transfer under SECTION 6(a)(iShares specified in the Sale Notice, then each Non-Transferring Shareholder shall have the right, but not the obligation, to elect to purchase all or a portion of the Shares to be Transferred (and not purchased by the Company) above upon the same terms and conditions as those set forth in the Sale Notice. The right to purchase shall take be exercised by delivering a Purchase Notice to the Transferring Shareholder no later than ten (10) days following expiration of the Refusal Period (the "EXTENSION PERIOD"), which Purchase Notice shall specify the time, place at 10:00 a.m. local time and date for settlement of such purchase; PROVIDED, in the event the Company has elected to purchase a portion of the Shares, the time, place and date of settlement of such purchase by the Non-Transferring Shareholders shall be the same as that chosen by the Company. If purchased by the Company, the purchase price of such Shares may be paid, at the offices option of the Company, on in cash, by Promissory Note or any combination thereof. If purchased by a Shareholder, the earlier of (x) date specified for purchase price shall be paid in cash. In the proposed Transfer in event the notice from the applicable purchaser accepting the offer set forth in the Transfer Notice, or (y) the closing date specified by the Non-Transferring Holder in the Transfer Notice, at which time the purchaser shall deliver the appropriate consideration, and the Transferring Holder shall deliver certificates (or an affidavit of lost certificate, as appropriate) representing the Stockholder Shares to be sold, free and clear of any and all liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), together with such other instruments and documents of transfer as the purchaser shall reasonably request. (iii) If the Investors other than the Transferring Holder and/or the Company, OEP and OEP Permitted Transferees do not Shareholders elect to purchase, collectivelyin the aggregate, an amount of Shares greater than the actual amount of Shares being Transferred by the Transferring Shareholder (and not purchased by the Company), such Non-Transferring Shareholders shall be entitled to purchase such Shares on a pro rata basis according to the amount of Shares owned by such Non-Transferring Shareholders at the time of delivery of the Sale Notice. If some or all of the Stockholder Shares specified in the Transfer NoticeSale Notice are not purchased by the Company or Non-Transferring Shareholders, then the Transferring Holder Shareholder may transfer all of the Stockholder Shares specified in the consummate such Transfer Notice to the transferee(s) identified in the Transfer Notice for (x) at a price no less than the price specified in the Transfer Notice and (y) other on terms and conditions no more favorable to the transferee(s) thereof than are specified in the Transfer Notice, Sale Notice during the 120-thirty (30) day period immediately following the date on which Extension Period. If the Shareholder does not consummate the Transfer Notice has been given to the Companywithin such period, the Investors other than right of first refusal provided hereby shall be deemed to be revived and no Transfer may be effected without first offering the Transferring Holder, OEP and OEP's Permitted Transferees. Any Stockholder Shares not transferred within such 90-day period will be subject to in accordance with the provisions of this SECTION 6(a) upon subsequent Transferterms hereof.

First Refusal Rights. (i) At least fifteen (15) days prior If Participant or Participant's successor in interest desires to sell all or any Transfer part of Stockholder the Vested Shares (other than (i) a Transfer including any securities received in respect thereof pursuant to a Public Sale, (ii) a Transfer to recapitalizations and the Company, (iii) a Transfer to another Stockholder or his, her or its Permitted Transferees, (iv) a Transfer to a Permitted Transferee, (v) redemptions of Preferred Stock pursuant to the Company's Articles of Incorporation, or (vi) a Transfer pursuant to SECTIONS 3 or 6) by an Investor or its Permitted Transferees (a "TRANSFERRING HOLDER"like), such Transferring Holder shall first and an offerer (the "Offeror") has made an offer therefor, which offer Participant desires to sell such Transferring Holder's Stockholder Shares by delivering a accept, Participant shall: (y) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (z) give written notice (the "TRANSFER NOTICEOption Notice") to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees that have become Stockholders hereunder, specifying in reasonable detail the number and class of shares to be Transferred, the identity President of the prospective transferee(s), the closing date for the proposed TransferCompany setting forth Participant's desire to sell such shares, which date Option Notice shall not be earlier than forty-five (45) days from the date accompanied by a photocopy of the Transfer Notice, original executed Bona Fide Offer and all material terms shall set forth at least the name and conditions address of the Transfer, which terms and conditions shall have been agreed upon by the prospective transferee(s). The Investors other than the Transferring Holder, on a pro-rata basis (calculated as a percentage, the numerator of which is the number of Stockholder Shares then held by the Investor electing to participate Offeror and the denominator of which is the total number of Stockholder Shares held by all the participating Investors), may elect to purchase all or any portion price and terms of the Stockholder Shares to be transferred at the same price and on the same terms as such Stockholder Shares are to be offered to such other Persons by delivering written notice to the Transferring Holder, the Investors other than the Transferring Holder, OEP and to OEP's Permitted Transferees that have become Stockholders hereunder within fifteen (15) days after delivery Bona Fide Offer. Upon receipt of the Transfer Option Notice. If for any reason the Investors other than the Transferring Holder do not elect to purchase all of the Stockholder Shares to be transferred, the Company shall be entitled have an option to purchase any or all of the Stockholder Shares which shares specified in the Investors other than the Transferring Holder have not elected to purchase (the "AVAILABLE SECURITIES") at the same price and on the same terms as Option Notice, such Available Securities are option to be offered to such other Persons exercisable by giving written notice of such election to the Investors other than the Transferring Holdergiving, to OEP and to OEP's Permitted Transferees that have become Stockholders hereunder and to the Transferring Holder within thirty (30) days after delivery receipt of the Transfer Option Notice, a written counter-notice to Participant. If the Company elects to purchase, Participant shall be obligated to sell to the Company such shares at the price and terms indicated in the Bona Fide Offer within sixty (60) days from the date of receipt by the Company of the Option Notice. If for any reason The Company's purchase rights under this Section 8 are assignable by the Investors other than the Transferring Holder and the Company do not elect to purchase all of the Stockholder Shares to be transferred, OEP shall be entitled to purchase all of the Available Securities at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election to the Investors other than the Transferring Holder and to the Transferring Holder and the Company within forty-five (45) days after delivery of the Transfer NoticeCompany. (ii) The consummation Participant may sell, pursuant to the terms of the Transfer under SECTION 6(a)(iBona Fide Offer, any or all of such Vested Shares not purchased by the Company or which the Company does not elect to purchase in the manner set forth hereinabove after the expiration of the 30-day period during which the Company may give the aforesaid counter-notice; provided, however, that Participant may not sell such shares to the Offeror if the Offeror is (A) above shall take place at 10:00 a.m. local time at the offices a competitor of the Company, on or (B) a person that controls, is controlled by or under common control with a competitor of the earlier Company, or (C) a member of management of a competitor of the Company (xany person described in clauses (A) date specified for through (C) being hereinafter referred to as a "Competitor") or (D) a person or entity to which the proposed Transfer Board of Directors determines in its sole discretion, that a transfer of shares of the Company would be against the Company's best interest, and the Company gives to Participant, within thirty (30) days of its receipt of the Option Notice, written notice from stating that Participant shall not sell the applicable purchaser accepting shares to the offer Offeror; and provided, further, that prior to the sale of any such shares to the Offeror, the Offeror shall execute an agreement with the Company under which the Offeror agrees not to become a Competitor of the Company and further agrees to be subject to the restrictions set forth in this Agreement. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the Transfer Noticetime permitted above, the unsold shares shall remain subject to the terms of this Agreement. (iii) The first refusal rights of the Company set forth above shall remain in effect until the closing of an initial underwritten public offering of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or (y) the closing date specified by the Transferring Holder in the Transfer Noticea successor statute, at which time the purchaser shall deliver the appropriate consideration, and the Transferring Holder shall deliver certificates (or an affidavit of lost certificate, as appropriate) representing the Stockholder Shares to be sold, free and clear of any and all liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), together with such other instruments and documents of transfer as the purchaser shall reasonably requestfirst refusal rights set forth herein will automatically expire. (iii) If the Investors other than the Transferring Holder and/or the Company, OEP and OEP Permitted Transferees do not elect to purchase, collectively, all of the Stockholder Shares specified in the Transfer Notice, then the Transferring Holder may transfer all of the Stockholder Shares specified in the Transfer Notice to the transferee(s) identified in the Transfer Notice for (x) a price no less than the price specified in the Transfer Notice and (y) other terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice, during the 120-day period immediately following the date on which the Transfer Notice has been given to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees. Any Stockholder Shares not transferred within such 90-day period will be subject to the provisions of this SECTION 6(a) upon subsequent Transfer.

First Refusal Rights. (i) At least fifteen (15) days prior to 4.1 if any Transfer of Stockholder Shares (other than (i) a Transfer pursuant to a Public SaleFounding Stockholder, (ii) a Transfer to the Company, (iii) a Transfer to another Stockholder or his, her or its Permitted Transferees, (iv) a Transfer to a Permitted Transferee, (v) redemptions of Preferred Stock pursuant to the Company's Articles of Incorporation, or (vi) a Transfer pursuant to SECTIONS 3 or 6) by an Series A Investor or its Permitted Transferees Series B Investor (the “Selling Stockholder”) receives from a "TRANSFERRING HOLDER"third party dealing at arm’s length with, and not an Affiliate of, the Selling Stockholder (the “Third Party”), a bona fide written offer (the “Third-Party Offer”) to purchase for cash, at closing, any or all of such Transferring Holder Selling Stockholder’s Voting Stock, which Third-Party Offer the Selling Stockholder is willing to accept, the Selling Stockholder shall first offer to sell such Transferring Holder's Stockholder Shares by delivering a give written notice (the "TRANSFER NOTICE"a “Transfer Notice”) thereof to the CompanySeries B Investors who, for the purposes of this Section 4, where the Selling Stockholder is a Series B investor, shall not include such selling Series B Investor and the Series A Investors other than who, for the Transferring Holderpurposes of this Section 4, OEP and OEP's Permitted Transferees that have become Stockholders hereunderwhere the Selling Stockholder is a Series A Investor, specifying in reasonable detail shall not include such selling Series A Investor, identifying the proposed transferee, the number and class designation of shares sought to be Transferred, transferred (the identity of the prospective transferee(s“Offered Stock”), the closing date for proposed purchase price (the “Offered Price”), the terms of the Third-Party Offer, including the proposed Transferclosing date, which date shall not be earlier than forty-five (45) days from the date and a copy of the Third-Party Offer. The Transfer NoticeNotice shall constitute an irrevocable offer, subject to the priorities set forth in, and the other provisions of, this Section 4, by the Selling Stockholder to sell all material of the Offered Stock to the Series B Investors and the Series A Investors at the Offered Price and upon no less favourable terms and conditions to the Third Party than as set forth in the Third-Party Offer. 4.2 The number of shares of Offered Stock that each Series B investor shall be entitled to purchase shall be determined by multiplying the Transfer, which terms and conditions shall have been agreed upon number of Offered Stock by the prospective transferee(s). The Investors other than the Transferring Holder, on a pro-rata basis (calculated as a percentagefraction, the numerator of which is shall be the number of Stockholder Shares shares of Series B Preferred Stock then held owned by the particular Series B Investor electing to participate and the denominator of which is shall be the total number of Stockholder Shares held shares of Series B Preferred Stock then owned by all the participating Investors), may elect to purchase all or any portion of the Stockholder Shares to be transferred at the same price and on the same terms as such Stockholder Shares are to be offered to such other Persons by delivering written notice to the Transferring Holder, the Investors other than the Transferring Holder, OEP and to OEP's Permitted Transferees that have become Stockholders hereunder within fifteen (15) days after delivery of the Transfer Notice. If for any reason the Investors other than the Transferring Holder do not elect to purchase all of the Stockholder Shares to be transferred, the Company shall be entitled Series B Investors. To exercise its right to purchase all of the Stockholder Shares which the Investors other than the Transferring Holder have not elected Offered Stock, a Series B Investor shall send a notice to purchase (the "AVAILABLE SECURITIES") at the same price and on the same terms as such Available Securities are to be offered to such other Persons by giving written notice of such election that effect to the Investors other than the Transferring Holder, to OEP and to OEP's Permitted Transferees that have become Stockholders hereunder and to the Transferring Holder Selling Stockholder within thirty (30) days after delivery following its receipt of the Transfer Notice. , indicating the number of Offered Stock it wishes to purchase. 4.3 If for any reason the Series B Investors other than the Transferring Holder and the Company do not elect elect, in accordance with Section 4.2 hereof, to purchase less than all of the Offered Stock, the Selling Stockholder Shares shall so notify (the “Series B Notice”) the Series B Investors who have elected to purchase the maximum number of Offered Stock they are permitted to purchase, as determined under Section 4.2 hereof (the “Participating Series B Stockholders”), who shall then be transferredpermitted to purchase the remaining Offered Stock not previously purchased by the Series B Investors pursuant to Section 4.2 hereof (the “Remaining Offered Stock”). The number of Remaining Offered Stock that may be purchased by each Participating Series B Stockholder shall be determined by multiplying the number of Remaining Offered Stock by a fraction, OEP the numerator of which shall be the number of shares of Series B Preferred Stock then owned by the particular Participating Series B Stockholder and the denominator of which shall be the total number of shares of Series B Preferred Stock then owned by all of the Participating Series B Stockholders. To exercise its right to purchase the Remaining Offered Stock, a Participating Series B Stockholder shall send a notice to that effect to the Selling Stockholder within ten (10) days following its receipt of the Series B Notice, indicating the number of Remaining Offered Stock it wishes to purchase. 4.4 If less than all of the Remaining Offered Stock has been purchased by the Participating Series B Stockholders, the Selling Stockholder shall so notify the Series A Investors (the “Series A Notice”), indicating the number of Remaining Offered Stock not purchased by the Participating Series B Stockholders (the “Balance Stock”), and the Series A Investors shall be permitted to purchase the Balance Stock. The number of Balance Stock that each Series A Investor shall be entitled to purchase shall be determined by multiplying the number of Balance Stock by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock then owned by the particular Series A Investor and the denominator of which shall be the total number of shares of Series A Preferred Stock then owned by all of the Available Securities at Series A Investors. To exercise its right to purchase the same price and on the same terms as such Available Securities are Balance Stock, a Series A Investor shall send a notice to be offered to such other Persons by giving written notice of such election that effect to the Selling Stockholder within ten (10) days following its receipt of the Series A Notice, indicating the number of Balance Stock they wish to purchase. 4.5 If the Series A Investors other elect, in accordance with Section 4.4 hereof, to purchase less than all of the Balance Stock, the Selling Stockholder shall so notify (the “Series A Second Notice”) the Series A Investors who have elected to purchase the maximum number of Balance Stock they are permitted to purchase, as determined under Section 4.4 hereof (the “Participating Series A Stockholders”), who shall then be permitted to purchase the remaining Balance Stock not previously purchased by the Series A Investors pursuant to Section 4.4 hereof (the “Remaining Balance Stock”). The number of Remaining Balance Stock that may be purchased by each Participating Series A Stockholder shall be determined by multiplying the number of Remaining Balance Stock by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock then owned by the particular Participating Series A Stockholder and the denominator of which shall be the total number of shares of Series A Preferred Stock then owned by all of the Participating Series A Stockholders. To exercise its right to purchase the Remaining Balance Stock, a Participating Series A Stockholder shall send a notice to that effect to the Selling Stockholder within ten (10) days following its receipt of the Series A Second Notice, indicating the number of Remaining Balance Stock it wishes to purchase. 4.6 If less than all of the Offered Stock is purchased in accordance with Sections 4.2 through 4.5 hereof, the Selling Stockholder, if it is not a Founding Stockholder, shall be free to dispose of all of the Offered Stock and if the Selling Stockholder is a Founding Stockholder, all of the Remaining Balance Stock not purchased in accordance with Section 4.5 (the “Unpurchased Remaining Balance Stock”), within the ninety (90) day period following the expiry of the ten (10) day period set forth in Section 4.4 or 4.5 hereof, as applicable, to the Third Party, at a price not lower than the Transferring Holder Offered Price, and upon terms no more favourable to the Transferring Holder and the Company within forty-five (45) days after delivery of the Transfer Notice. (ii) The consummation of the Transfer under SECTION 6(a)(i) above shall take place at 10:00 a.m. local time at the offices of the Company, on the earlier of (x) date specified for the proposed Transfer in the notice from the applicable purchaser accepting the offer set forth Third Party than those stipulated in the Transfer Notice, or (y) the closing date specified in all material respects; provided, however, that any such sale shall be subject to participation by the Transferring Holder in the Transfer Notice, at which time the purchaser shall deliver the appropriate consideration, and the Transferring Holder shall deliver certificates (or an affidavit of lost certificate, as appropriate) representing the Stockholder Shares to be sold, free and clear of any and all liens, claims and encumbrances whatsoever (except those imposed by this Agreement and federal and any applicable state securities laws generally), together with such other instruments and documents of transfer as the purchaser shall reasonably request. (iii) If the Series B Investors other than the Transferring Holder and/or the Company, OEP and OEP Permitted Transferees do not elect to purchase, collectively, all of the Stockholder Shares specified in the Transfer Notice, then the Transferring Holder may transfer all of the Stockholder Shares specified in the Transfer Notice to the transferee(s) identified in the Transfer Notice for (x) a price no less than the price specified in the Transfer Notice and (y) other terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice, during the 120-day period immediately following the date on which the Transfer Notice has been given to the Company, the Investors other than the Transferring Holder, OEP and OEP's Permitted Transferees. Any Stockholder Shares not transferred within such 90-day period will be subject pursuant to the provisions of Section 5 hereof. As a condition to the effectiveness of such sale to the Third Party, the Third Party shall thereupon become a party to this SECTION 6(aAgreement as if it were the Selling Stockholder and shall confirm such fact by executing a counterpart of this Agreement, if the Offered Stock or Unpurchased Remaining Balance Stock, as the case may be, is not so disposed of by the Selling Stockholder within such ninety (90) upon subsequent Transferday period, the Selling Stockholder shall continue to hold the Offered Stock or Unpurchased Remaining Balance Stock, as the case may be, subject to all of the terms and conditions of this Agreement and may not sell the Offered Stock or Unpurchased Remaining Balance Stock, as the case may be, without again complying with the provisions of this Section 4.