Common use of Prohibited Transfers Clause in Contracts

Prohibited Transfers. (a) In the event any Founder should sell any Founders Shares in contravention of the co-sale rights of the Investors under Section 5 (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Common Holder will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of, any part of or any interest in such Common Holder’s Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any Founder a Common Holder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under Section 2.5(c), and the Founder such Common Holder shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder Common Holder making such Prohibited Transfer the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Common Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Common Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Common Holder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 52.2. (ii) Within thirty (30) days [***] after the later of (A) the dates date on which the Eligible Investor (A) received Holder receives notice of the Prohibited Transfer or and (B) the date on which the Holder otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder Common Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Common Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), expenses reimbursable under Section 2.5(c)(i) in cash or by other means acceptable to the Eligible InvestorHolder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) 5.1 In the event any Founder should sell Offeror sells any Founders Shares in contravention of the coCo-sale rights Sale Rights of the Investors under Section 5 3 (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right (the “Put Right”) to sell to the Founder Offeror, and the type and Offeror shall be obligated to purchase from each Investor who validly exercises a Put Right, a number of shares of Common Stock Shares equal to the number of shares that Shares such Eligible Investor would have been entitled to transfer to the third-party transferee(s) purchaser in the Prohibited Transfer under Section 5.2 3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such hereof. 5.2 A sale pursuant to the exercise of a Put Right shall be made on the following terms and conditions: (ia) The price per share at which the shares are to be sold Offeror must purchase the Shares subject to the Founder Put Right shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Offeror in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (iib) Within thirty (30) 90 days after the later of (i) the dates date on which the Eligible an Investor (A) received notice receives Notice of the Prohibited Transfer or (Bii) the date on which an Investor otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option Put Right created hereby, deliver to the Founder Offeror the certificate or certificates representing shares the Shares to be sold, in the form of Common Stock certificates, Series A-1 Convertible Preferred Stock certificates (and, as applicable, the Series A Shares certificates), or any combination, at the Investor’s option, each certificate to be properly endorsed for transfer. (iiic) The Founder Offeror shall, upon receipt of the certificate or certificates for the shares Shares to be sold by an Eligible Investor pursuant to this Section 55.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensestherefor, as specified in subparagraph 5.5(b)(iSection 5.2(a), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding . The Offeror shall also reimburse the foregoingInvestor for any and all reasonable fees and expenses, any attempt by a Founder including reasonable legal fees and expenses, incurred pursuant to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder exercise of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsInvestor’s rights hereunder.

Prohibited Transfers. (a) Any attempt by a Founder to transfer shares of -------------------- the Company in violation of Section 1 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares. In the event any Founder should sell any Founders Shares in contravention of the co-sale rights of the Investors under Section 5 (a “Prohibited Transfer”), the Investors, in addition to other such other remedies as may be available at law, in equity or hereunder, the Major Investors shall have the put option provided below, and such Founder (the Founder "Violating Founder") shall be bound by the applicable provisions of such option. (ba) In the event of a Prohibited Transfer, each Eligible Major Investor shall have the right to sell to the Violating Founder its pro rata portion of the type and number of shares of Common Stock Shares equal to the number of shares that such Eligible Major Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 1(b) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Violating Founder shall be equal to the price per share paid by the third-third- party transferee(stransferees(s) to the such Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Violating Founder shall also reimburse each Eligible Major Investor for any and all reasonable fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 51(b). (ii) Within thirty (30) days after the later of the dates on which the Eligible Major Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Major Investor shall, if exercising the option created hereby, deliver to the Violating Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Violating Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible a Major Investor pursuant to this Section 52, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i)Section 2.1(b)(i) above, in cash or by other means reasonably acceptable to the Eligible Major Investor. (civ) Notwithstanding the foregoing, any attempt by a the Violating Founder to transfer Founders Shares in violation of Section 5 1 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(stransferees(s) as the holder owner of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible Major Investors.

Prohibited Transfers. (a) In the event that a Transferring Member should Transfer any Founder should sell any Founders Shares in contravention of the coCo-sale rights Sale Rights of the Investors an Investor under Section 5 12.01(e) (a “Prohibited Transfer”), the Investorssuch Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Transferring Member shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to such Transferring Member the number of shares Shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 12.01(e) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares Shares are to be sold to the Founder Transferring Member shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Transferring Member in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferring Member shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible such Investor’s rights under Section 512.01(e). (ii) Within thirty (30) 90 days after the later of the dates date on which the Eligible an Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible such Investor shall, if exercising the option created hereby, deliver to the Founder Transferring Member the certificate or certificates (if any) representing shares securities to be sold, each certificate to be properly endorsed for transfer, provided, however, that if such securities are not certificated, then such Investor shall exercise such rights by delivering written notice to the LLC and the Transferring Member. (iii) The Founder Transferring Member shall, upon receipt of the certificate or certificates for the shares securities to be sold by an Eligible Investor pursuant to this Section 512.03(b), or, if securities are not certificated, exercise notice from an Investor as described in Section 12.03(b)(ii), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 12.03(b)(i), in cash or by other means acceptable to the Eligible such Investor. (civ) Notwithstanding the foregoing, any attempt by a Founder the Transferring Member to transfer Founders Transfer Shares in violation of Section 5 12.01(e) hereof shall be void and voidable at the Company option of the Requisite Preferred Holders if they do not elect to exercise the put option set forth in Section 12.03(b). The LLC agrees it will not effect such a transfer nor will it Prohibited Transfer or treat any alleged transferee(s) transferee as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsShares if such Requisite Preferred Holders so object.

Prohibited Transfers. (a) In the event any Founder a Significant Shareholder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors ASI under Section 5 this Agreement (a “"Prohibited Transfer”"), the InvestorsASI, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Significant Shareholders shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor ASI shall have the right to sell to the Founder Significant Shareholders the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor ASI would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof purchaser had the Prohibited Transfer under Section 2(c) hereof been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Significant Shareholders shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Significant Shareholders in the this Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Significant Shareholders shall also reimburse each Eligible Investor ASI for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s ASI's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor ASI (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor ASI shall, if exercising the option created hereby, deliver to the Founder Significant Shareholders the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Significant Shareholders shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor ASI, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 5(b)(i), in cash or by other means acceptable to the Eligible InvestorASI. (civ) Notwithstanding the foregoing, any attempt by a Founder Significant Shareholder to transfer Founders Shares Stock in violation of Section 5 2 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsASI.

Prohibited Transfers. (a) In the event any Founder that the Shareholder should sell any Founders Shares in contravention of the co-sale rights of the Investors each Preferred Holder under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Preferred Holder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Preferred Holder shall have the right to sell to the Founder such Shareholder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Preferred Holder would have been entitled to transfer to the third-party transferee(s) Buyer under Section 5.2 2.1 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Shareholder shall be equal to the price per share paid by the third-party transferee(s) Buyer to the Founder such Shareholder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Shareholder shall also reimburse each Eligible Investor Preferred Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Preferred Holder's rights under Section 5this Article II. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor (A) a Preferred Holder received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor such Preferred Holder shall, if exercising the option created hereby, deliver to the Founder Shareholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Such Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Holder, pursuant to this Section 52.5(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 2.5(b)(i), in cash or by other means acceptable to the Eligible InvestorPreferred Holder. (civ) Notwithstanding the foregoing, any attempt by a Founder the Shareholder to transfer Founders Shares in violation of Section 5 Article II hereof shall be void voidable at the option of a majority in interest of the Preferred Holders if the Preferred Holders do not elect to exercise the put option set forth in this Section 2.5, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsPreferred Holders.

Prohibited Transfers. (a) In the event that the Transferring Holders should transfer any Founder should sell any Founders Shares Subject Securities in contravention of the co-sale rights of the Investors each Major Investor under Section 5 this Agreement (a “Prohibited Transfer”), the Investorseach Major Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Transferring Holders shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Major Investor shall have the right to sell to the Founder such Transferring Holders the type and number of shares of Common Stock (as converted from Preferred Stock, if applicable, in accordance with the timing and procedures set forth in Section 4.3) equal to the number of shares that such Eligible each Major Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 4.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Transferring Holders shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Transferring Holders in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferring Holders shall also reimburse each Eligible Major Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Major Investor’s rights under Section 54.3. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible a Major Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible such Major Investor shall, if exercising the option created hereby, deliver to the Founder Transferring Holders the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Such Transferring Holders shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Major Investor, pursuant to this Section 54.4, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i)Section 4.3, as evidenced by written receipts or invoices setting forth such reimbursable fees and expenses, in cash or by other means acceptable to the Eligible Major Investor. (c) Notwithstanding the foregoing, any attempt by a Founder the Transferring Holders to transfer Founders Shares Subject Securities in violation of Section 5 4.3 hereof shall be void voidable at the option of Major Investors holding at least a majority of the Subject Securities held by the Major Investors and their assignees, where the Major Investors holding such Subject Securities shall vote on an as-converted basis giving effect to price based anti-dilution that occurs at any time after the date hereof (a “Major Investor Majority”). If the Major Investors do not elect to exercise the put option set forth in this Section 4.5, the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible Investorsan Other Holder Majority.

Prohibited Transfers. (a) In the event any Founder Mandarin should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors Obagi under Section 5 this Agreement (a “Prohibited Transfer”), the Investors, Obagi in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Mandarin shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Obagi shall have the right to sell to the Founder Mandarin the type and number of shares of Common Co-Sale Stock equal to the number of shares that such Eligible Investor Obagi would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 4.1 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Mandarin shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Mandarin in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor Obagi (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor Obagi shall, if exercising the option created hereby, deliver to the Founder Mandarin the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Mandarin shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Obagi, pursuant to this Section 54.3, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i)therefor, in cash or by other means acceptable to the Eligible InvestorObagi. (civ) Notwithstanding the foregoing, any attempt by a Founder Mandarin to transfer Founders Shares Co-Sale Stock in violation of Section 5 4 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsObagi.

Prohibited Transfers. (a) In the event a Common Stockholder should transfer any Founder should sell any Founders Shares in contravention of the right of first refusal or co-sale rights of the Company and the Investors under Section 5 1 and Section 2 (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, below and the Founder such Common Stockholder (and its transferee) shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder such Common Stockholder the type and number of shares of Common Stock or Preferred Stock equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2(a) hereof (assuming if necessary such Investor were a Major Investor) had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof (assuming the Company had not exercised its right of first refusal and no Investor had elected to exercise its right of first refusal). Such sale shall be made on the following terms and conditions: (i1) The price per share at which the shares are to be sold to the Founder such Common Stockholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Common Stockholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Common Stockholder shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 51 and Section 2. (ii2) Within thirty (30) 90 days after the later of the dates on which the Eligible Investor (Ai) received written notice of the Prohibited Transfer or (Bii) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder Company the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii3) The Founder shall, Common Stockholder shall upon the Company’s receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 54, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(1), in cash or by other means acceptable to the Eligible Investor. (c4) Notwithstanding the foregoing, any attempt by a Founder such Common Stockholder to transfer Founders Shares in violation of Section 5 hereof this Agreement shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds shares unless and until such (2/3i) transfer is made in interest compliance with all of the Eligible Investorsterms of this Agreement and all applicable federal and state securities laws and (ii) before such transfer, the transferee or transferees sign a counterpart to this Agreement pursuant to which it or they agree to be bound by the terms of this Agreement.

Prohibited Transfers. (a) In the event that a Purchaser or Covalent Partners should Transfer any Founder should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights (the "Violating Party") under this Agreement (a "Prohibited Transfer"), each holder of the Investors under Section 5 (a “Prohibited Transfer”), the Investorsco-sale rights, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Violating Party shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor holder of the co-sale rights shall have the right to sell to the Founder Violating Party the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor the holder of the co-sale rights would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 3(b) or Section 5(b), as applicable, hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Violating Party shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Violating Party in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Violating Party shall also reimburse each Eligible Investor holder of the co-sale rights for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s such holder's rights under Section 3 and Section 5. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor (A) holder of the co-sale rights received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor such holder of the co-sale rights shall, if exercising the option created hereby, deliver to the Founder Violating Party the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Violating Party shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor the holder of the co-sale rights, pursuant to this Section 56(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 8(b)(i), in cash or by other means acceptable to the Eligible InvestorPurchaser. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event If a Founder sells any Founder should sell any Founders Co-Sale Shares in contravention of the co-sale rights of the Investors under this Section 5 6 (a “Prohibited Transfer”"PROHIBITED TRANSFER"), the Investorseach Investor and Non-Transferring Founder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, to sell to the Founder such Investors' Pro Rata Share and the Founder shall be bound by obligated to purchase such Investor's Pro Rata Share at the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) Acquiror to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all reasonable fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 5. (ii) 6. Within thirty (30) 90 days after the later of the dates on which the Eligible Investor Investors and Non-Transferring Founders (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor and Non-Transferring Founder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) . The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor or a Non-Transferring Founder, pursuant to this Section 56.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) Investor or Non-Transferring Founder. Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Co-Sale Shares in violation of Section 5 6 hereof shall be void voidable and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest the holders of a majority of the Eligible InvestorsShares.

Prohibited Transfers. (a) In the event any Founder a Selling Shareholder should sell any Founders Restricted Shares in contravention of the co-sale transfer restrictions in this Section 4 or such Selling Shareholder fails to procure that its transferee (whether a third party transferee, an affiliate or otherwise) agree in writing to be bound by and comply with the rights and obligations of the Investors such Selling Shareholder under this Agreement, including, without limitation, all provisions of this Section 5 4 (each, a “Prohibited Transfer”), the InvestorsPreferred Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, below and the Founder such Selling Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Preferred Holder shall have the right to sell to the Founder such Selling Shareholder the type and number of shares of Common Stock Shares, Conversion Shares or Preferred Shares equal to the number of shares that such Eligible Investor each Preferred Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 4.3(g) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof (assuming the Company had not exercised its right of first refusal and no Preferred Holder had elected to become Purchasing Holders). Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder such Selling Shareholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Selling Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Shareholder shall also reimburse each Eligible Investor Preferred Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorPreferred Holder’s rights under this Section 54. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor Preferred Holder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Preferred Holder shall, if exercising the option created hereby, deliver to the Founder such Selling Shareholder a duly executed instrument of transfer and the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Selling Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Holder, pursuant to this Section 54.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4.6(b)(i), in cash or by other means acceptable to the Eligible InvestorPreferred Holder. (civ) Notwithstanding the foregoing, any attempt by a Founder such Selling Shareholder to transfer Founders Restricted Shares in violation of this Section 5 4 hereof shall be null and void and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest the holders of a majority of the Eligible Investorsthen outstanding Series A Shares, the holders of a majority of the then outstanding Series B Shares, the holders of a majority of the then outstanding Series C Shares, the holders of a majority of the then outstanding Series D Shares, and the holders of at least 75% of the then outstanding Series E Shares, each voting together as a separate class.

Prohibited Transfers. (a) In the event any Founder that a Restricted Holder should sell any Founders Shares equity securities in contravention of the first refusal rights or co-sale rights of the Investors Preferred Stockholders under Section 5 3.2(a) or Section 3.2(b) (a “Prohibited Transfer”), the InvestorsPreferred Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the call option and put option provided belowunder this Section 3.2(d), and the Founder Restricted Holder shall be bound by the applicable provisions of such option. (b) . In the event of a Prohibited TransferTransfer in violation of the first refusal rights of the Preferred Stockholders, each Eligible Investor Preferred Stockholder shall have the right to send to such Transferring Stockholder the purchase price for such Offered Securities as is herein specified and transfer to the name of such Preferred Stockholder (or request that the Company effect such transfer in the name of a Preferred Stockholder) on the Company’s books any certificates, instruments, or book entry representing the Offered Securities to be sold. In the event of a Prohibited Transfer in violation of the co-sale rights of the Preferred Stockholders, each Preferred Stockholder shall have the right to sell to the Founder Restricted Holder making such Prohibited Transfer the type and number of shares of Common Stock equity securities equal to the number of shares that such Eligible Investor each Preferred Stockholder would have been entitled to transfer to the third-party transferee(s) under this Section 5.2 hereof 3.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall will be made on the following same terms and conditionssubject to the same conditions as would have applied had the Restricted Holder not made the Prohibited Transfer, including that: (i) The price per share at which the shares are to be sold to the Founder Restricted Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Restricted Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Restricted Holder shall also reimburse each Eligible Investor Preferred Stockholder for any and all reasonable and documented out-of-pocket fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorPreferred Stockholder’s rights under this Section 53.2. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor Preferred Stockholder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Preferred Stockholder shall, if exercising the option created hereby, deliver to the Founder Restricted Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Restricted Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Stockholder pursuant to this Section 53.2(d), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 3.2(d)(i), in cash or by other means acceptable to the Eligible InvestorPreferred Stockholder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder the Key Common Holder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 3.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Key Common Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder Key Common Holder the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 3.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Key Common Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Key Common Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Key Common Holder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 53. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder Key Common Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Key Common Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder, pursuant to this Section 53.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i3.5(b)(i), in cash or by other means acceptable to the Eligible InvestorHolder. (civ) Notwithstanding the foregoing, any attempt by a Founder the Key Common Holder to transfer Founders Shares Equity Securities in violation of Section 5 3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsHolders.

Prohibited Transfers. (a) In the event that I-Pulse, the Ivanhoe Parties or any Founder should sell of their respective Affiliates, as the Seller, Transfers any Founders Shares Corporation Securities owned beneficially or of record by it in contravention of the co-sale rights of the Investors under Investor Parties set forth in Section 5 2.1 (a “Prohibited Transfer”), the InvestorsInvestor Parties, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Seller shall be bound by (or, if such Seller is not I-Pulse or an Ivanhoe Party, I-Pulse or the applicable Ivanhoe Party shall cause such Seller to comply with) the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible the Investor Parties shall have the right to sell Transfer to such Seller any or all of the Founder Corporation Securities held by the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofParties. Such sale Transfer shall be made on the following terms and conditions: : (i) The the price per share at which the shares are to be sold Transferred to the Founder such Seller shall be equal to the price per share paid by the third-party transferee(s) to the Founder Seller in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid ; (Aii) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Seller shall also reimburse each Eligible the Investor Parties for any and all fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Investor Parties’ rights under Section 5. hereunder (iiincluding pursuing all available legal remedies); and (iii) Within thirty within ninety (3090) days after the later of the dates date on which the Eligible Investor (A) Parties received notice of the such Prohibited Transfer or (B) otherwise became aware of the such Prohibited Transfer, each Eligible the Investor Parties shall, if exercising the option created established hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 2.1(d), in cash or by other means acceptable to the Eligible InvestorInvestor Parties, deliver to such Seller one or more certificates representing such Corporation Securities duly endorsed for transfer or accompanied by duly completed stock powers. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder Restricted Shareholders (a “Violating Shareholder”) should sell any Founders Common Shares or Preferred Shares in contravention of the co-sale rights of the Investors Preferred Shareholders under Section 5 2.4 (a “Prohibited Transfer”), the InvestorsPreferred Shareholders, in addition to such other remedies as may be available at lawLaw, in equity or hereunder, shall have the put option provided below, and the Founder such Violating Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Preferred Shareholder shall have the right to sell to the Founder the type and Violating Shareholder a number of shares Common Shares (or Preferred Shares convertible into such number of Common Stock Shares) equal to the number of shares that Common Shares (or Preferred Shares, as the case may be) such Eligible Investor Preferred Shareholder would have been entitled to transfer to the third-party transferee(sTransferee(s) under Section 5.2 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Violating Shareholder shall be equal to the price per share paid by the third-party transferee(sTransferee(s) to the Founder Violating Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Violating Shareholder shall also reimburse each Eligible Investor Preferred Shareholder for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investorsuch Preferred Shareholder’s rights under Section 52. (ii) Within thirty ninety (3090) days after the later earlier of the dates on which the Eligible Investor each Preferred Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor such Preferred Shareholder shall, if exercising the option created hereby, deliver to the Founder Violating Shareholder the certificate or certificates representing shares to be soldsold under this Section 2.8 by such Preferred Shareholder, each certificate to be properly endorsed for transfer. The Company shall take such steps as are necessary in order to update the share register of the Company to reflect the foregoing, which updated share register shall be certified by the registered agent of the Company and provided to any party hereto upon written request. (iii) The Founder Violating Shareholder shall, upon against receipt of the certificate or certificates for the shares and the updated certified share register to be sold by an Eligible Investor a Preferred Shareholder, pursuant to this Section 52.8, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 2.8(b)(i), in cash or by other means acceptable to the Eligible InvestorPreferred Shareholder. (c) Notwithstanding the foregoing, any attempt by a Founder any Restricted Shareholder to transfer Founders Common Shares or Preferred Shares in violation of this Section 5 hereof 2 shall be void void, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder holder(s) of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsMajority Preferred Holders.

Prohibited Transfers. (a) In the event any Founder Transferring Stockholder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors under Section 5 3.2 (a “Prohibited Transfer”), the InvestorsRemaining Major Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Transferring Stockholder shall be bound by the applicable provisions of such option. (b) Notwithstanding the foregoing, any attempt by any Major Stockholder to transfer Equity Securities in violation of Section 3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares without the written consent of the Remaining Major Stockholders. (c) In the event of that the Company fails to comply with Section 3.5(b) hereof, and as such a Prohibited TransferTransfer is consummated, each Eligible Investor the Remaining Major Stockholders shall have the right to sell to the Founder Transferring Stockholder the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor the Remaining Major Stockholders would have been entitled to transfer to the third-party transferee(s) under Section 5.2 3.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Transferring Stockholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Transferring Stockholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash Transfer (on an as-converted basis, if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investorapplicable). The Founder Transferring Stockholder shall also reimburse each Eligible Investor the Remaining Major Stockholders for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Remaining Major Stockholders’ rights under Section 53. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Remaining Major Stockholders (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor the Remaining Major Stockholders shall, if exercising the option created hereby, deliver to the Founder Transferring Stockholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Transferring Stockholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor the Remaining Major Stockholders, pursuant to this Section 53.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i3.5(b), in cash cash, certified check or by other means acceptable wire transfer of immediately available funds to an account designated by the Eligible InvestorRemaining Major Stockholders. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event of any Founder should sell sale or purported sale (including, without limitation, the entering into of any Founders agreement, arrangement or understanding to sell) of Co-Sale Shares by any Principal Shareholder in contravention of the co-sale rights of the Investors under Section 5 Purchaser hereunder (a “Prohibited Transfer”), the InvestorsPurchaser shall have, in addition to such all other rights, powers or remedies as may be available at law, in equity equity, under this Agreement or hereunderany other Investment Document or under Applicable Law, shall have the put option provided right to exercise the Prohibited Transfer Put (as such term is defined below), and the Founder such Principal Shareholder agrees that he shall be bound by the applicable provisions of such optionhereof. (b) In the event of a Prohibited TransferTransfer by a Principal Shareholder: (1) The Parent shall, each Eligible Investor shall have upon the request of Purchaser, instruct the Parent’s transfer agent not to enter such Prohibited Transfer on the stock ledger or other similar records of the Parent; and (2) Purchaser may exercise a right (the “Prohibited Transfer Put”) to sell require such Principal Shareholder to the Founder the type and purchase a number of shares of Common Stock owned by Purchaser or purchase the Warrant with respect to Warrant shares equal to the number of shares that such Eligible Investor or Warrant Shares Purchaser would have been entitled to transfer sell to the third-party transferee(s) purchaser under Section 5.2 hereof 1.2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (iA) The price per share at which the shares are to be sold to the Founder such Principal Shareholder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Principal Shareholder in the Prohibited Transfer, subject to reduction of the proceeds receivable by the Purchaser of the Warrant Purchase Price with respect to Warrant Shares issuable upon exercise of the Warrant. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Principal Shareholder shall also reimburse each Eligible Investor Purchaser for any and all fees and expenseexpenses, including legal fees attorneys, accountants and other expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorPurchaser’s rights under Section 5.1; (iiB) Within thirty (30) days after the later of the dates on which the Eligible Investor Purchaser (Ax) received notice of the Prohibited Transfer or (By) otherwise became aware of the Prohibited Transfer, each Eligible Investor Purchaser shall, if exercising the option created herebyProhibited Transfer Put, deliver to such Principal Shareholder the Founder the Warrant or certificate or certificates representing the shares to be sold, each Warrant or certificate to be properly endorsed for transfer.; (iiiC) The Founder Such Principal Shareholder shall, upon receipt of the certificate or certificates for representing the Warrant or shares to be sold by an Eligible Investor pursuant to this Section 5Purchaser, pay to Purchaser the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 1.8(b)(2)(A), by wire transfer in cash or by other means acceptable to the Eligible Investor. (c) immediately available funds; and Notwithstanding the foregoing, any attempt by a Founder such Principal Shareholder to transfer Founders any Co-Sale Shares in violation of Section 5 hereof 1 shall be void and the Company Parent agrees that it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsPurchaser.

Prohibited Transfers. (aA) In the event any Founder Kanghui Party should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Preferred Shareholders under Section 5 2.3 (a “Prohibited Transfer”), the InvestorsPreferred Shareholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Kanghui Party shall be bound by the applicable provisions of such option. (bB) In the event of a Prohibited Transfer, each Eligible Investor Preferred Shareholder shall have the right to sell to the Founder such Kanghui Party the type and number of shares of Common Stock Equity Securities equal to the number of shares that Equity Securities such Eligible Investor Preferred Shareholder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder such Kanghui Party shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Kanghui Party in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Kanghui Party shall also reimburse each Eligible Investor Preferred Shareholder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investorsuch Preferred Shareholder’s rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Preferred Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor such Preferred Shareholder shall, if exercising the option created hereby, deliver to the Founder such Kanghui Party the certificate or certificates representing shares to be soldsold under this Section 2.5 by such Preferred Shareholder, each certificate to be properly endorsed for transfer. (iii) The Founder Such Kanghui Party shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Shareholder, pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iclause (i), in cash or by other means acceptable to the Eligible InvestorPreferred Shareholder. (civ) Notwithstanding the foregoing, any attempt by a Founder Kanghui Party to transfer Founders Shares Transfer Equity Securities in violation of this Section 5 hereof 2 shall be void void, and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsPreferred Shareholders.

Prohibited Transfers. (a1) In the event any Founder a Transferor should sell any Founders Shares Equity Securities in contravention of the cotag-sale along rights of the Investors Investor Stockholders under Section 5 3.3.7 (a “Prohibited Transfer”), the InvestorsInvestor Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under Section 3.3.9(2), and the Founder such Transferor shall be bound by the applicable provisions of such option. (b2) In the event of a Prohibited Transfer, each Eligible Investor Stockholder shall have the right to sell to the Founder Transferor making such Prohibited Transfer the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible each Investor Stockholder would have been entitled to transfer to the third-party transferee(s) Proposed Transferee under Section 5.2 3.3.7 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i3) The price per share at which the shares are to be sold to the Founder Transferor shall be equal to the price per share paid by the third-party transferee(s) Proposed Transferee to the Founder Transferor in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferor shall also reimburse each Eligible Investor Stockholder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorInvestor Stockholder’s rights under Section 53.3.7. (ii4) Within thirty ninety (3090) days after the later of (X) the dates date on which the Eligible Investor (A) received Stockholder receives notice of the Prohibited Transfer or and (BY) the date on which the Investor Stockholder otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Stockholder shall, if exercising the option created hereby, deliver to the Founder Transferor the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii5) The Founder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Stockholder pursuant to this Section 53.3.9, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), expenses reimbursable under Section 3.3.9(2)(A) in cash or by other means acceptable to the Eligible InvestorInvestor Stockholder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder a Selling Shareholder should sell any Founders Restricted Shares in contravention of the co-sale transfer restrictions in this Section 4 or such Selling Shareholder fails to procure that its transferee (whether a third party transferee, an affiliate or otherwise) agree in writing to be bound by and comply with the rights and obligations of the Investors such Selling Shareholder under this Agreement, including, without limitation, all provisions of this Section 5 4 (each, a “Prohibited Transfer”), the InvestorsPreferred Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, below and the Founder such Selling Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Preferred Holder shall have the right to sell to the Founder such Selling Shareholder the type and number of shares of Common Stock Shares, Conversion Shares or Preferred Shares equal to the number of shares that such Eligible Investor each Preferred Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 4.3(g) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof (assuming the Company had not exercised its right of first refusal and no Preferred Holder had elected to become Purchasing Holders). Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder such Selling Shareholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Selling Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Shareholder shall also reimburse each Eligible Investor Preferred Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorPreferred Holder’s rights under this Section 54. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor Preferred Holder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Preferred Holder shall, if exercising the option created hereby, deliver to the Founder such Selling Shareholder a duly executed instrument of transfer and the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Selling Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Holder, pursuant to this Section 54.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4.6(b)(i), in cash or by other means acceptable to the Eligible InvestorPreferred Holder. (civ) Notwithstanding the foregoing, any attempt by a Founder such Selling Shareholder to transfer Founders Restricted Shares in violation of this Section 5 4 hereof shall be null and void and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest the holders of a majority of the Eligible Investorsthen outstanding Series A Shares, the holders of a majority of the then outstanding Series B Shares and the holders of a majority of the then outstanding Series C Shares, each voting together as a separate class.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Holder will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all or any part of or any interest in the Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any Founder that a Majority Ordinary Shareholder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Co-Sale Holders under Section 5 3.3 (a “Prohibited Transfer”), the InvestorsCo-Sale Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under subsection (c), and all the Founder Majority Ordinary Shareholders shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Co-Sale Holder shall have the right to sell to the Founder Majority Ordinary Shareholders the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Co-Sale Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 3.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Majority Ordinary Shareholders shall be equal to the price per share paid by the third-party transferee(s) to the Founder Majority Ordinary Shareholders in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Majority Ordinary Shareholders shall also reimburse each Eligible Investor Co-Sale Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorCo-Sale Holder’s rights under Section 53.3. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor Co-Sale Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Co-Sale Holder shall, if exercising the option created hereby, deliver to the Founder Majority Ordinary Shareholders the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Majority Ordinary Shareholders shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Co-Sale Holder pursuant to this Section 53.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i3.6(c)(i), in cash or by other means acceptable to the Eligible InvestorHolder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) No Holder may sell, assign, transfer, give, pledge, hypothecate, mortgage, encumber or dispose of all or any of his Restricted Shares except to a Permitted Transferee or otherwise as expressly permitted by this Agreement. (b) In the event any Founder should sell Proposed Transferor sells any Founders Restricted Shares in contravention of the co-sale rights of the Investors Holders under Section 5 this Agreement (a “Prohibited Transfer”"PROHIBITED TRANSFER"), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity equity, under the Company's Charter or hereunder, shall will have the put option provided below, and the Founder shall such Proposed Transferor will be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor shall Holder will have the right to sell to the Founder Proposed Transferor, and the type and Proposed Transferor will be obligated to purchase from such Holder, the number of shares of Common Stock equal to the number of shares that such Eligible Investor Holder would have been entitled to transfer to the third-party transferee(s) purchaser in the Prohibited Transfer under Section 5.2 hereof 3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall will be made on the following terms and conditions: (i) The the price per share at which the shares are to be sold to the Founder shall Proposed Transferor will be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Proposed Transferor in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5.; (ii) Within thirty within ninety (3090) days after the later of the dates on which the Eligible Investor a Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor shallsuch Holder will notify the other Holders, if exercising the put option created hereby, and deliver to the Founder Proposed Transferor the certificate or certificates representing that number of shares of Common Stock to be sold, or, at the Holder's option, a certificate or certificates representing that number of shares of Preferred Stock that is at such time convertible into the number of shares of Common Stock to be sold, each certificate to be properly endorsed for transfer.; and (iii) The Founder shallthe Proposed Transferor will, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 55(c)(iii), pay the aggregate purchase price therefor and the amount of reimbursable fees and expensestherefor, as specified in subparagraph 5.5(b)(iSection 5(c)(i), in cash or by other means acceptable to the Eligible InvestorHolder. The Proposed Transferor must also reimburse the Holder for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise of such Holder's rights hereunder. (cd) Notwithstanding The Company will not, without the foregoingapproval of Holders holding a majority of the number of outstanding Shares, calculated on the basis of the number of shares of Common Stock constituting the Shares on a fully diluted basis then held by all Holders (other than the Proposed Transferor): (i) permit any attempt by a Founder to transfer Founders on its books of any Shares which have been sold in violation of Section 5 hereof shall be void any of the provisions set forth in this Agreement or (ii) treat as the owner of such Shares, or accord the right to vote as an owner or pay dividends to any transferee to whom such Shares have been sold in violation of any of the provisions set forth in this Agreement. (e) No Holder may transfer any Restricted Shares until the earlier of March 31, 2006 and the Company agrees it will not effect Liquidity Date, other than to a Permitted Transferee or in accordance with Section 2 and Section 3 of this Agreement or unless such transfer is pursuant to a Qualifying Sale. (f) At no time shall a Holder transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest Shares to a direct competitor of the Eligible InvestorsCompany, as reasonably determined by the Company's Board of Directors, except pursuant to a Qualifying Sale.

Prohibited Transfers. (a) In the event any a Founder should sell any Founders Co-Sale Shares in contravention of the co-sale participation rights of the Investors Purchasers under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, Purchasers shall have the put option provided in Section 3(b) below, and the Founder shall be bound by the applicable provisions of such put option. (b) In the event of a Prohibited Transfer, each Eligible Investor Purchaser shall have the right option to sell to the Founder the type and a number of shares of Common Stock Equivalents of the Company equal (after giving effect to any stock dividends, stock splits or other recapitalization) to the number of shares that such Eligible Investor Purchaser would have been entitled to transfer to sell if the third-party transferee(s) under Section 5.2 hereof Founder had the Prohibited Transfer been effected pursuant to and in compliance complied with the terms thereof. Such sale shall be made provisions of Section 2 on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-third party transferee(s) purchaser or purchasers to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5Founder. (ii) Within thirty The Purchaser shall deliver to the Founder, within ten (3010) days after the later of the dates on which the Eligible Investor (A) it has received written notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares subject to be sold by an Eligible Investor pursuant to this Section 5the put option, pay the aggregate Section 3(b) purchase price therefor therefor, by certified check or bank draft made payable to the order of the Participants exercising the Section 3(b) option, and shall reimburse the amount of reimbursable Participants for any additional expenses, including legal fees and expenses, as specified incurred in subparagraph 5.5(b)(i)effecting such purchase and resale. (iv) The parties agree that the foregoing is a liquidated damages provision, and not a penalty, which is reasonable in cash or by other means acceptable to light of the Eligible Investordifficulty of determining damages for the breach hereof. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares shares of the Company in violation of Section 5 2 hereof shall be void void, and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest the number of the Eligible InvestorsFounders and Purchasers having the right to amend this Co-Sale Agreement as provided below.

Prohibited Transfers. (a) In the event a Selling Shareholder sells any Founder should sell any Founders Offered Shares in contravention of the co-sale rights of the Investors Holders under Section 5 6 hereof (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Selling Shareholder shall be bound by the applicable provisions of such option. (b) . In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to such Selling Shareholder the Founder the type and number of shares of Series A Preferred Stock (or Common Stock issued or issuable upon conversion thereof) equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 6 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder such Selling Shareholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Selling Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Shareholder shall also reimburse each Eligible Investor Holder for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 55 or 6 hereof. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Holder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder such Selling Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Such Selling Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder, pursuant to this Section 56(g)(iii), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i)Section 6(g)(i) hereof, in cash or by other means acceptable to the Eligible InvestorHolder. (civ) Notwithstanding the foregoing, any attempt by a Founder the Selling Shareholder to transfer Founders Offered Shares in violation of Section 5 or 6 hereof shall be void and the Company hereby agrees it will not to effect such a transfer nor will it and not to treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) Holders holding a majority in interest of the Eligible Investorsthen outstanding Series A Preferred Stock.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Common Holder and Investor will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of any part of or any interest in the Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any Founder the Common Holder or Investor should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under subsection (c), and the Founder Common Holder and Investor shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder Common Holder and Investor the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Common Holder and Investor shall be equal to the price per share paid by the third-party transferee(s) to the Founder Common Holder and Investor in the Prohibited Transfer. Such price per share shall be paid to the Eligible The Common Holder and Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 52.2. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder Common Holder and Investor the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Common Holder and Investor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(isubsection 2.5(c)(i), in cash or by other means acceptable to the Eligible InvestorHolder. (cd) Notwithstanding Except as provided in Sections 2.4 and 2.6 hereof, no Common Holder or Investor shall transfer shares of Common Stock, or options or warrants exerciseable for shares of Common Stock, until the foregoingRelease Date. Following the Release Date all Transfers of shares of Common Stock, any attempt by a Founder to transfer Founders Shares in violation or options or warrants exercisable for shares of Section 5 hereof Common Stock, shall be void subject to the first refusal rights of the Company and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of twofirst refusal and co-thirds (2/3) in interest sale rights of the Eligible InvestorsHolders set forth in Sections 2.1 and 2.2 hereof.

Prohibited Transfers. (a) In the event that any Founder party should sell any Founders Shares Co-Sale Stock (i) in contravention of the coCo-sale rights Sale Rights of the Investors under this Section 5 2 or (ii) in a transaction in which the Significant Holder and the Company have fulfilled their respective obligations under this Section 2, but the third-party transferee failed to purchase the appropriate number of shares of Stock from one or more Investors (each, a “Prohibited Transfer”), the InvestorsInvestors prejudiced by such failure, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Significant Holder shall be bound by the applicable provisions of such option. (b) In the event the Significant Holder or the Company becomes aware of a Prohibited Transfer (including by receipt of a Put Election Notice, as described below), the Significant Holder or the Company, as applicable, shall promptly notify each Investor (a “Prohibited Transfer Notice”), such Prohibited Transfer Notice to contain a reasonably detailed summary of the relevant facts of such Prohibited Transfer, to the extent actually known by the Significant Holder or the Company. (c) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder Significant Holder the type and number of shares of Common Stock the Company’s securities equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under this Section 5.2 hereof 2 had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof (after giving effect to the proviso contained in the second sentence of Section 2.2 above). Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares of Stock are to be sold to the Founder Significant Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Significant Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible such Investor (A) received notice of the Prohibited Transfer Notice or (B) otherwise became aware of the Prohibited TransferTransfer (the “Put Election Period”), each Eligible such Investor shall, if exercising the option created hereby, deliver to the Founder Significant Holder and the certificate or certificates representing shares Company an irrevocable written notice of such Investor’s election to be sold, each certificate to be properly endorsed for transferexercise the option set forth in this Section 2.5 (a “Put Election Notice”). (iii) The Founder shall, upon receipt Upon the expiration of the Put Election Period, the Significant Holder will notify the Investors who have exercised their rights pursuant to this Section 2.6 of the time of closing the sale of shares of Stock pursuant to this Section 2.6 and within five (5) business days following the expiration of the Put Election Period, the Significant Holder shall pay the aggregate purchase price to each Investor that has properly delivered a Put Election Notice in cash or by other means acceptable to such Investors and such Investors shall deliver such certificate or certificates for the shares to be sold by an Eligible Investor such Investors pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) 2.5 against payment therefor. Notwithstanding the foregoing, any attempt by a Founder the Significant Holder to transfer Founders Shares Co-Sale Stock in violation of this Section 5 2 hereof shall be void and the Company agrees that it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder owner of such shares, shares without the written consent of two-thirds (2/3) in interest each of the Eligible Investors.

Prohibited Transfers. (a) In the event any that the Founder should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors Stockholder under Section 5 this Agreement (a “"Prohibited Transfer”"), and the InvestorsStockholder and the Company are unable to void such transfer pursuant to Section 4(b)(iv) hereof, the Stockholder (in addition to such other remedies as may be available at law, in equity or hereunder, ) shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor the Stockholder shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor the Stockholder would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor the Stockholder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Stockholder's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor (A) Stockholder received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor the Stockholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor the Stockholder, pursuant to this Section 54(b), pay the aggregate purchase price therefor therefore and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible Investor.Stockholder. CO-SALE AGREEMENT (civ) Notwithstanding the foregoing, any attempt by a the Founder to transfer Founders Shares Co-Sale Stock in violation of Section 5 hereof a Prohibited Transfer shall be void void, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the Stockholder's prior written consent of two-thirds (2/3) in interest of the Eligible Investorsconsent.

Prohibited Transfers. (ai) In the event any Founder the Selling Shareholder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Major Investors under Section 5 this SECTION 4.03. (a “Prohibited Transfer”), the Investorseach Major Investor, in addition to such other remedies as may be available at lawLaw, in equity or hereunder, shall have the put option provided below, and the Founder Selling Shareholder shall be bound by the applicable provisions of such option. (bii) In the event of a Prohibited Transfer, each Eligible Major Investor shall have the right to sell to the Founder Selling Shareholder the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible each Major Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 SECTIONS 4.03. (b), (c) and (d) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (iA) The price per share at which the shares are to be sold to the Founder Selling Shareholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Selling Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Shareholder shall also reimburse each Eligible Major Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible such Major Investor’s rights under Section 5this SECTION 4.03. (iiB) Within thirty ninety (3090) days after the later of the dates on which the Eligible a Major Investor (A1) received receive notice of the Prohibited Transfer or (B2) otherwise became become aware of the Prohibited Transfer, each Eligible such Major Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or Selling Shareholder an instrument of transfer duly executed by such Major Investor and, if any, share certificates issued to such Major Investor representing shares to be sold, each certificate to be properly endorsed for transfer. (iiiC) The Founder Selling Shareholder shall, upon receipt of the certificate or duly executed instrument of transfer and, if any, share certificates for the shares to be sold by an Eligible Investor any Major Investors pursuant to this Section 5SECTION 4.03. (e), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSECTION 4.03. (e)(ii)(A), in cash or by other means acceptable to such Major Investor. Subject to applicable Law, the Eligible InvestorBoard shall resolve to approve the Transfer and shall instruct the registered office of the Company to update the Register accordingly. (cD) Notwithstanding the foregoing, any attempt by a Founder the Selling Shareholder to transfer Founders Shares Transfer Equity Securities in violation of Section 5 hereof this SECTION 4.03. shall be void void, and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible Major Investors.

Prohibited Transfers. (a) In the event any a Founder (a “Contravening Founder”) should sell any Founders Founders’ Shares in contravention of the first refusal and co-sale rights of the Investors under this Section 5 3 (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at under the law, in equity or hereunder, shall have the put option provided below, and the Contravening Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Contravening Founder the type and number of shares of Common Stock stock equal to the type and number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof prospective purchaser had the Prohibited Transfer under Section 3 hereof been effected pursuant to and in compliance with the terms thereofof this Agreement. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Contravening Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Contravening Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Contravening Founder shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Investors’ rights under this Section 53. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Investors: (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Contravening Founder the certificate or certificates certificate(s) representing the shares to be sold, each certificate to be properly endorsed for transfertransfer or otherwise deliver such certificates to the Company to be held in trust by the Company pending receipt of payment therefore by the Contravening Founder. (iii) The Contravening Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor certificate(s) pursuant to this Section 5subparagraph 3.3(b)(ii) or receipt by the Company of notice that it holds such certificates in trust, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i)3.4(b)(i) above, in cash or by other means acceptable to the Eligible Investor. (civ) Notwithstanding the foregoing, any attempt by a the Contravening Founder to transfer Founders Founders’ Shares in violation of Section 5 hereof 3 shall be void void, and the Company agrees it will not effect such a transfer nor and will it not treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsInvestors and non-Contravening Founders.

Prohibited Transfers. (a) In the event any Founder of the Founders should sell any Founders Shares Stock in contravention of the right of first refusal and the co-sale rights of the Investors under Section 5 this agreement (a “"Prohibited Transfer”"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder (the Founder "Transferring Founder") shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Transferring Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(b) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Transferring Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Transferring Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Transferring Founder shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible the Investor shall, if exercising the option created hereby, deliver to the Transferring Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Transferring Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 54(b)(iii), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible InvestorStockholder. (civ) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Stock in violation of Section 5 2 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of twoat least a majority-thirds (2/3) in in-interest of the Eligible Common Stock held by the Investors.

Prohibited Transfers. (a) In the event any Founder that a Transferor should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors each Purchaser under Section 5 this Agreement (a “"Prohibited Transfer”"), each Purchaser (other than the Investors, Transferor) in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Transferor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Purchaser (other than the Transferor) shall have the right to sell to the Founder Transferor the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Purchaser would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 5.1(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (ic) The price per share at which the shares are to be sold to the Founder Transferor shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Transferor in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferor shall also reimburse each Eligible Investor Purchaser for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Purchaser's rights under Section 5.this Article V. (iid) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Purchaser (Aa) received notice of the Prohibited Transfer or (Bb) otherwise became aware of the Prohibited Transfer, each Eligible Investor Purchaser shall, if exercising the option created hereby, deliver to the Founder Transferor the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iiie) The Founder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Purchaser, pursuant to this Section 55.3(e), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 5.3(c), in cash or by other means acceptable to the Eligible InvestorPurchaser. (cf) Notwithstanding the foregoing, any attempt by a Founder the Transferor to transfer Founders Shares Co-Sale Stock in violation of Section 5 5.1 hereof shall be void voidable at the option of a majority in interest of the Purchasers (other than the Transferor) if such Purchasers do not elect to exercise the put option set forth in this Section 5.3, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsPurchasers (other than the Transferor).

Prohibited Transfers. (aA) In the event any Founder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Preferred Shareholders under Section 5 9.3 (a “Prohibited Transfer”), the InvestorsPreferred Shareholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the such Founder shall be bound by the applicable provisions of such option. (bB) In the event of a Prohibited Transfer, each Eligible Investor Preferred Shareholder shall have the right to sell to the Founder the type and number of shares of Common Stock Equity Securities equal to the number of shares that Equity Securities such Eligible Investor Preferred Shareholder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 9.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Preferred Shareholder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investorsuch Preferred Shareholder’s rights under Section 59. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Preferred Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor such Preferred Shareholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be soldsold under this Section 9.5 by such Preferred Shareholder, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Shareholder, pursuant to this Section 59.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iclause (i), in cash or by other means acceptable to the Eligible InvestorPreferred Shareholder. (civ) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Transfer Equity Securities in violation of this Section 5 hereof 9 shall be void void, and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsPreferred Shareholders.

Prohibited Transfers. 5.1 Any Prohibited Transfer (aas defined below) shall be null and void ab initio, shall not be recorded in the register of members of the Company and shall not be recognized by the Company. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of shares not made in strict compliance with this Agreement) without the necessity of posting bond or proving that actual damages have been incurred. In the event any Founder Key Ordinary Holder should sell any Founders Shares in contravention of the co-sale rights of the Investors Holders under Section 5 this Agreement (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Key Ordinary Holder shall be bound by the applicable provisions of such put option. 5.2 If any Key Ordinary Holder becomes obligated to sell any transfer Shares to the Company or any Holder under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, the Company and/or such Holder may, at its option, in addition to all other remedies it may have, send to such Key Ordinary Holder the purchase price for such Shares as is herein specified and transfer to the name of the Company or such Holder (bor request that the Company effect such transfer in the name of a Holder) the Shares to be sold. 5.3 In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to such Key Ordinary Holder, and such Key Ordinary Holder shall be obligated to purchase from such Holder, the Founder the type and number of shares of Common Stock Ordinary Shares equal to the number of shares that such Eligible Investor Holder would have been entitled to transfer to the third-party transferee(s) purchaser in the Prohibited Transfer under Section 5.2 3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (ia) The price per share at which the shares are to be sold to the Founder such Key Ordinary Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Key Ordinary Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (iib) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor a Holder (Ai) received receives notice of the Prohibited Transfer or (Bii) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the put option created hereby, deliver to the Founder such Key Ordinary Holder duly executed instrument(s) of transfer and the certificate or certificates representing shares that number of Ordinary Shares to be sold, each or, at the Holder’s option, a certificate or certificates representing that number of Preference Shares that is at such time convertible into the number of Ordinary Shares to be properly endorsed for transfersold. (iiic) The Founder Such Key Ordinary Holder shall, upon receipt of the duly executed instrument(s) of transfer and certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 55.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensestherefor, as specified in subparagraph 5.5(b)(iSection 5.2(a), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding Holder. Such Key Ordinary Holder shall also reimburse the foregoingHolder for any and all reasonable fees and expenses, any attempt by a Founder including reasonable legal fees and expenses, incurred pursuant to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder exercise of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsHolder’s rights hereunder.

Prohibited Transfers. (a) In the event any Founder should sell any Founders Shares If a Shareholder engages in contravention of the co-sale rights of the Investors under Section 5 (a “Prohibited Transfer”), the InvestorsHolder, in addition to such other remedies as may be available at lawlaw or in equity, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and Shareholder engaging in such Prohibited Transfer that number of shares of Common Stock Shares or Convertible Securities owned by the Holder which shall be equal to the number of shares that such Eligible Investor the Holder would have been entitled to transfer Transfer to the third-party transferee(s) under Section 5.2 hereof had purchaser in the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofTransfer. Such sale shall be made on the following terms and conditions: (ia) The price per share at which the shares are to such Shares or Convertible Securities shall be sold to the Founder Shareholder shall be equal or equivalent to the price per share paid by the third-party transferee(s) purchase offeror to the Founder Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Shareholder shall also reimburse each Eligible Investor the Holder for any and all reasonable fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 5this Section. (iib) Within thirty twenty (3020) days Business Days after the later earlier of the dates date on which the Eligible Investor Holder (Ai) received receives notice from a Shareholder of the Prohibited Transfer or (B) otherwise became aware of the a Prohibited Transfer, each Eligible Investor or (ii) otherwise becomes aware of a Prohibited Transfer, the Holder shall, if exercising the option created herebyit determines in its sole discretion to exercise its sale rights pursuant to this Section, deliver to the Founder Shareholder engaging in the Prohibited Transfer the certificate or certificates representing shares the securities to be sold, each certificate to be sold hereunder free and clear of all adverse claims and properly endorsed for transferTransfer. (iiic) The Founder Shareholder engaging in the Prohibited Transfer shall, upon receipt of the certificate or certificates for the shares Shares or Convertible Securities to be sold by an Eligible Investor pursuant to this Section 5the Holder hereunder, pay the aggregate purchase price therefor and plus the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i)above, in cash by wire transfer of immediately available funds or by other means acceptable certified or cashier’s check made payable to the Eligible Investororder of the Holder. (cd) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Transfer securities of the Company in violation of Section 5 hereof the terms of this Agreement shall be void and the Company agrees it will not effect affect such a transfer Transfer nor will it treat any alleged transferee(s) proposed transferee as the holder of such shares, securities without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsHolder.

Prohibited Transfers. (a) In the event any Founder Transferor should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.3 (a “Prohibited Transfer”"PROHIBITED TRANSFER"), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Transferor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder Transferor the type and number of shares of Common Stock Equity Securities equal to the number of shares that Equity Securities such Eligible Investor Holder would have been entitled to transfer to the third-third- -10- party transferee(s) under Section 5.2 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Transferor shall be equal to the price per share paid by the third-party transferee(s) to the Founder Transferor in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferor shall also reimburse each Eligible Investor Holder for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s such Holder's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Holder (A) received notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor such Holder shall, if exercising the option created hereby, deliver to the Founder Transferor the certificate or certificates representing shares to be soldsold under this Section 2.6 by such Holder, each certificate to be properly endorsed for transfer. (iii) The Founder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder, pursuant to this Section 52.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i2.6(b)(i), in cash or by other means acceptable to the Eligible InvestorHolder. (civ) Notwithstanding the foregoing, any attempt by a Founder the Transferor to transfer Founders Shares Equity Securities in violation of this Section 5 hereof 2 shall be void void, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsHolders.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Founder will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of any part of or any interest in the Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any the Founder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under subsection (c), and the Founder shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 52.2. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i2.5(c)(i), in cash or by other means acceptable to the Eligible InvestorHolder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder that a Investor should sell any Founders Shares Co-Sale Stock in contravention of the rights of first refusal of the Company and the Non-Selling Investors and the co-sale rights of the Investors each Non-Selling Investor under Section 5 this Amended and Restated Right of First Refusal and Co-Sale Agreement (a “"Prohibited Transfer”"), the Investorseach Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Investor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Non-Selling Investor shall have the right to sell to the Founder such Investor the type and number of shares of Common Stock equal to the number of shares that such Eligible each Non-Selling Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) i. The price per share at which the shares are to be sold to the Founder such Investor shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Investor in the such Prohibited Transfer. Such price per share shall be paid to the Eligible The Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Non-Selling Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Non-Selling Investor’s 's rights under Section 52(c). ii. Within ninety (ii) Within thirty (3090) days after the later of the dates on which the Eligible Non-Selling Investor (Aa) received notice of the Prohibited Transfer or (Bb) otherwise became aware of the Prohibited Transfer, each Eligible Non-Selling Investor shall, if exercising the option created hereby, deliver to the Founder Investor the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) . The Founder Investor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Non-Selling Investor, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible Non-Selling Investor. (c) Notwithstanding the foregoing, any attempt by a Founder Investor to transfer Founders Shares Co-Sale Stock in violation of Section 5 2(a) hereof shall be void voidable at the option of the Company, and any attempt by a Investor to transfer Co-Sale Stock in violation of Section 2(b) or 2(c) hereof shall be voidable at the option of a majority in interest of the Non-Selling Investors if, with respect to a transfer in violation of Section 2(c), the Non-Selling Investors do not elect to exercise the put option set forth in this Section 4, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder Investor of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible Non-Selling Investors.

Prohibited Transfers. (a) In the event any Founder that a Selling Shareholder should sell any Founders Offered Shares in contravention of the co-sale purchase rights of the Investors Holders under Section 5 4.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, below and the Founder such Selling Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder such Selling Shareholder the type and number of shares of Common Stock Ordinary Shares or Series A Shares equal to the number of shares that such Eligible Investor each Selling Shareholder would have been entitled to transfer Transfer to the third-party transferee(s) under Section 5.2 4.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof (assuming no Holders had elected to become Purchasing Holders). Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder such Selling Shareholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Selling Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Shareholder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 54. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Holder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder such Selling Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Selling Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder, pursuant to this Section 54.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4.5(b)(i), in cash or by other means acceptable to the Eligible Investorsuch Holder. (civ) Notwithstanding the foregoing, any attempt by a Founder such Selling Shareholder to transfer Founders Transfer Offered Shares in violation of Section 5 4 hereof shall be void and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsHolders.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Ordinary Shareholder will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all or any part of any interest in the Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any Founder an Ordinary Shareholder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under subsection (c), and the Founder such Ordinary Shareholder shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder such Ordinary Shareholder the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Ordinary Shareholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Ordinary Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Ordinary Shareholder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 52.2. (ii) Within thirty sixty (3060) days after the later of the dates date on which the Eligible Investor Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder Ordinary Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Ordinary Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i2.5(c)(i), in cash or by other means acceptable to the Eligible InvestorHolder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder that a Selling Shareholder should sell any Founders Offered Shares in contravention of the co-sale purchase rights of the Investors Series A Holders under Section 5 4.2 (a “Prohibited Transfer”), (i) the InvestorsCompany agrees that it shall not update the Company’s Register of Members to reflect such Prohibited Transfer, and (ii) the Series A Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, below and the Founder such Selling Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Series A Holder shall have the right to sell to the Founder such Selling Shareholder the type and number of shares of Common Stock Ordinary Shares or Series A Shares equal to the number of shares that such Eligible Investor each Selling Shareholder would have been entitled to transfer Transfer to the third-party transferee(s) under Section 5.2 4.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof (assuming no Series A Holders had elected to become Purchasing Holders). Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder such Selling Shareholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Selling Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Shareholder shall also reimburse each Eligible Investor Series A Holder for any and all fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorSeries A Holder’s rights under Section 54. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Series A Holder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Series A Holder shall, if exercising the option created hereby, deliver to the Founder such Selling Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Selling Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Series A Holder, pursuant to this Section 54.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4.5(b)(i), in cash or by other means acceptable to the Eligible Investorsuch Series A Holder. (civ) Notwithstanding the foregoing, any attempt by a Founder such Selling Shareholder to transfer Founders Transfer Offered Shares in violation of Section 5 4 hereof shall be void and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in equity interest of the Eligible InvestorsSeries A Holders.

Prohibited Transfers. (a) a. In the event any a Founder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors Stockholders under Section 5 this agreement (a “"Prohibited Transfer”"), the InvestorsStockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) b. In the event of a Prohibited Transfer, each Eligible Investor Stockholder shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Stockholder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof purchaser had the Prohibited Transfer under Section 2(c) hereof been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Stockholder for any and all fees and expenseexpenses, including legal fees and expenses, expenses incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Stockholder's rights under Section 52. (ii) Within thirty (30) 90 days after the later of the dates on which the Eligible Investor Stockholder (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor Stockholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Stockholder, pursuant to this Section 5subparagraph 4(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i4(b)(i), in cash or by other means acceptable to the Eligible InvestorStockholder. (civ) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Stock in violation of Section 5 2 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsStockholders.

Prohibited Transfers. (a) In the event of any Founder should sell purported or actual sale or transfer (including, without limitation, the entering into of any Founders agreement, arrangement or understanding to sell) of Co-Sale Shares by any Principal Shareholder in contravention of the co-sale rights of the Investors under Section 5 LLCP hereunder (a “"Prohibited Transfer”"), the InvestorsLLCP shall have, in addition to such all other rights, powers or remedies as may be available at law, in equity equity, under this Agreement or hereunderany other Investment Document or under Applicable Law, shall have the put option provided right to exercise the Prohibited Transfer Put (as such term is defined below), and the Founder such Principal Shareholder agrees that he or it shall be bound by the applicable provisions hereof, to require the party that entered into such sale or transfer to purchase a number of such optionshares of equity securities of the Company equal to the number of shares of equity securities that LLCP would have been entitled to sell under Section 3.4, had the Prohibited Transfer been effective in accordance and in compliance with the terms of Section 3.1 through Section 3.6. (b) In the event of any Prohibited Transfer by a Principal Shareholder: (i) The Company shall, upon the request of LLCP, instruct the Company's transfer agent not to enter such Prohibited Transfer, each Eligible Investor shall have Transfer on the stock ledger or other similar records of the Company; and (ii) LLCP may exercise a right (the "Prohibited Transfer Put") to sell require such Principal Shareholder to the Founder the type and purchase a number of shares of Common Stock equity securities of the Company equal to the number of shares that such Eligible Investor LLCP would have been entitled to transfer sell to the third-party transferee(s) purchaser under this Section 5.2 hereof 3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (iA) The price per share at which the shares are to be sold to the Founder such Principal Shareholder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Principal Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Principal Shareholder shall also reimburse each Eligible Investor LLCP for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.attorneys,

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Founder will not sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way, all of or any part of or any interest in the Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any the Founder should sell any Founders Shares Equity Securities in contravention of the rights of first refusal of the Holders under Section 2.1 (a “Prohibited Transaction”), the Holders shall have the option to purchase from the pledgee, purchaser or transfer e of the Equity Securities transferred in violation of Section 2.1, the number of shares that the Holders would have been entitled to purchase had such Prohibited Transaction been effected in accordance with Section 2.1 hereof, on the following terms and conditions: (i) the price per share at which the shares are to be purchased by the Holder shall be equal to the price per share paid to such Founder by the third party purchaser or purchasers of such Equity Securities that is subject to the Prohibited Transaction; and (ii) the Founder effecting such Prohibited Transaction shall reimburse the Holder for any expenses, including legal fees and expenses, incurred in effecting such purchase. (c) In the event the Founder should sell any Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under subsection (d), and the Founder shall be bound by the applicable provisions of such option. (bd) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 52.2. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder, pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i2.5(d)(i), in cash or by other means acceptable to the Eligible InvestorHolder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any a Founder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors Shareholders under Section 5 this agreement (a “"Prohibited Transfer”"), the Investors-3- 112 Shareholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Shareholder shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Shareholder would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Shareholder for any and all reasonable fees and expense, including reasonable legal fees and expensesexpense, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Shareholder's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Shareholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Shareholder, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpense, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible InvestorShareholder. (civ) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Stock in violation of Section 5 2 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsShareholders.

Prohibited Transfers. (a) In the event any Founder that a Selling -------------------- Stockholder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach holder of such co-sale rights, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Selling Stockholder shall be bound by the applicable provisions of such option. (b) . In the event of a Prohibited Transfer, each Eligible Investor holder of co-sale rights shall have the right to sell to the Founder such Selling Stockholder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each holder of co-sale rights would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 4(b) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Selling Stockholder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Selling Stockholder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Stockholder shall also reimburse each Eligible Investor co-sale rights holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 54. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor (A) a holder of co-sale rights received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor such Person shall, if exercising the option created hereby, deliver to the Founder Selling Stockholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Such Selling Stockholder shall, upon receipt of the certificate or certificates certificate for the shares to be sold by an Eligible Investor a co-sale rights holder pursuant to this Section 54(e), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(e)(i), in cash or by other means acceptable to the Eligible Investorco-sale rights holder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder an Offeree Holder should sell any Restricted Founders Shares in contravention of the co-sale rights of the Investors Preferred Holders under Section 5 5.1 of this Agreement (a “"Prohibited Transfer”"), the Investorseach Preferred Holder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Offeree Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Preferred Holder shall have the right to sell to the Founder Offeree Holder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Preferred Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof transferee had the Prohibited Transfer under Section 5.1 hereof been effected pursuant to and in compliance with the terms thereofhereof. Such such sale shall be made on the following terms and conditions:. (i) The price per share at which the shares are to be sold to the Founder Offeree Holder shall be equal to the price per share paid by the third-party transferee(s) transferee to the Founder Offeree Holder in the Prohibited prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Offeree Holder shall also reimburse each Eligible Investor Preferred Holder for any and all fees and expenseexpenses, including legal fees and expenses, expenses incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Preferred Holder rights under Section 5.5.1 (ii) Within thirty (30) 90 days after the later of the dates on which the Eligible Investor Preferred Holder (A) received receives notice of the Prohibited prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Preferred Holder shall, if exercising the option created hereby, deliver to the Founder Offeree Holder the certificate or certificates representing shares share to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Offeree Holder shall, upon receipt of the certificate or certificates for the shares share to be sold by an Eligible Investor a Preferred Holder, pursuant to this Section 55.2(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 5.2(b)(i), in cash or by other means acceptable to the Eligible InvestorPreferred Holder. (civ) Notwithstanding the foregoing, any attempt by a Founder an Offeree Holder to transfer Restricted Founders Shares in violation of Section 5 5.1 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsPreferred Holders.

Prohibited Transfers. (aA) In the event any that a Founder should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors each Investor under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the such Founder shall be bound by the applicable provisions of such option. (bB) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the such Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(d) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (iI) The price per share at which the shares are to be sold to the such Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 52(d). (iiII) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor (Aa) received notice of the Prohibited Transfer or (Bb) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iiiIII) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible Investor. (cC) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Co- Sale Stock in violation of Section 5 2(b) hereof shall be void voidable at the option of the Company, and any attempt by a Founder to transfer Co-Sale Stock in violation of Sections 2(c) or 2(d) hereof shall be voidable at the option of a majority in interest of the Investors if, with respect to a transfer in violation of Section 2(d), a majority in interest of the Investors does not elect to exercise the put option set forth in this Section 4. The Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any a Founder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors Shareholders under Section 5 this agreement (a “"Prohibited Transfer”"), the InvestorsShareholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Shareholder shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Shareholder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof purchaser had the Prohibited Transfer under Section 2(c) hereof been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Shareholder for any and all reasonable fees and expense, including reasonable legal fees and expensesexpense, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Shareholder's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor Shareholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Shareholder, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpense, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible InvestorShareholder. (civ) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Stock in violation of Section 5 2 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsShareholders.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Common Holder will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of, any part of or any interest in such Common Holder’s Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any Founder a Common Holder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under Section 2.5(c), and the Founder such Common Holder shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder Common Holder making such Prohibited Transfer the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Common Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Common Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Common Holder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 52.2. (ii) Within thirty ninety (3090) days after the later of (A) the dates date on which the Eligible Investor (A) received Holder receives notice of the Prohibited Transfer or and (B) the date on which the Holder otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder Common Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Common Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 52.5, pay the aggregate purchase price therefor therefore and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), expenses reimbursable under Section 2.5(c)(i) in cash or by other means acceptable to the Eligible InvestorHolder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any the Founder should sell any Founders Shares shares in contravention of the co-sale rights of the Investors under Section 5 this Agreement (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such put option. (b) . In the event of a Prohibited Transfer, each Eligible Investor Investors shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor Investors would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 hereof 5.1 had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (ia) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Investors for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Investors’ rights under this Section 5. (iib) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Investors (Ai) received notice of the Prohibited Transfer or (Bii) otherwise became become aware of the Prohibited Transfer, each Eligible an Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iiic) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 55.3, pay the aggregate purchase price therefor therefore and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), Section 5.3(a)(i) in cash or by other means acceptable to the Eligible such Investor. (cd) Notwithstanding the foregoing, any attempt by a the Founder to transfer Founders Shares shares in violation of Section 5 hereof this Agreement shall be void void, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, units without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Stockholder will not Transfer all of any part of or any interest in the Shares. Any Transfer of Shares not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any Founder a Stockholder should sell any Founders Shares in contravention of the co-sale rights of the Investors Selling Holders under Section 5 5.02 (a “Prohibited Transfer”), the Investorsother Significant Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under subsection (c), and the Founder Stockholder shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Significant Stockholder shall have the right to sell to the Founder Selling Stockholder, and such Selling Stockholder shall be obligated to purchase from such Significant Stockholder, the type and number of shares of Common Stock Shares equal to the number of shares that such Eligible Investor Shares each Significant Stockholder would have been entitled to transfer Transfer to the third-party transferee(s) under Section 5.2 5.02 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares Shares are to be sold to the Founder Selling Stockholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Selling Stockholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Stockholder shall also reimburse each Eligible Investor Significant Stockholder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investorsuch Significant Stockholder’s rights under Section 55.02. (ii) Within thirty sixty (3060) days Business Days after the later of the dates date on which the Eligible Investor Significant Stockholder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Significant Stockholder shall, if exercising the option created hereby, deliver to the Founder Selling Stockholder the certificate or certificates representing shares Shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Selling Stockholder shall, upon receipt of the certificate or certificates for the shares Shares to be sold by an Eligible Investor a Significant Stockholder pursuant to this Section 55.05, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i5.05(c)(i), in cash or by other means acceptable to the Eligible InvestorSignificant Stockholder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder a Selling Shareholder should sell any Founders Restricted Shares in contravention of the co-sale transfer restrictions in this Section 4 or such Selling Shareholder fails to procure that its transferee (whether a third party transferee, an affiliate or otherwise) agree in writing to be bound by and comply with the rights and obligations of the Investors such Selling Shareholder under this Agreement, including, without limitation, all provisions of this Section 5 4 (each, a “Prohibited Transfer”), the InvestorsPreferred Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, below and the Founder such Selling Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Preferred Holder shall have the right to sell to the Founder such Selling Shareholder the type and number of shares of Common Stock Shares, Conversion Shares or Preferred Shares equal to the number of shares that such Eligible Investor each Preferred Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 4.3(g) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof (assuming the Company had not exercised its right of first refusal and no Preferred Holder had elected to become Purchasing Holders). Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder such Selling Shareholder shall be equal to the price per share paid by the third-party transferee(s) to the Founder such Selling Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Shareholder shall also reimburse each Eligible Investor Preferred Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorPreferred Holder’s rights under this Section 54. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor Preferred Holder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Preferred Holder shall, if exercising the option created hereby, deliver to the Founder such Selling Shareholder a duly executed instrument of transfer and the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Selling Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Holder, pursuant to this Section 54.6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4.6(b)(i), in cash or by other means acceptable to the Eligible InvestorPreferred Holder. (civ) Notwithstanding the foregoing, any attempt by a Founder such Selling Shareholder to transfer Founders Restricted Shares in violation of this Section 5 4 hereof shall be null and void and the Company agrees it will not effect affect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest the holders of a majority of the Eligible Investorsthen outstanding Series A Shares, the holders of a majority of the then outstanding Series B Shares, the holders of a majority of the then outstanding Series C Shares, the holders of a majority of the then outstanding Series D Shares, and the holders of at least 75% of the then outstanding Series E Shares, each voting together as a separate class.

Prohibited Transfers. (a) 4.1 In the event that a Founder should Transfer any Founder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors each Investor under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the such Founder shall be bound by the applicable provisions of such option. (b) 4.2 In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the such Founder the type and number of shares of Common Stock Shares equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (ia) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the such Founder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 52.3. (iib) Within thirty sixty (3060) days after the later of the dates date on which the Eligible an Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible such Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iiic) The Such Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 54.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4.2(a), in cash or by other means acceptable to the Eligible Investor. (cd) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Founder Stock in violation of Section 5 2.2 or 2.3 hereof shall be void voidable at the option of Investors holding at least 66 2/3% in interest of the Common Shares held by Investors and with regard to the co-sale right only, if the Investors do not elect to exercise the put option set forth in this Section 4. The Company agrees it will not effect such a any transfer of Founder Stock nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without (and it will instruct its transfer agent and registrar not to transfer any shares of Founder Stock without notification by the Company of its receipt of) the written consent of two-thirds (Investors holding at least 66 2/3) % in interest of the Eligible Common Shares held by Investors.

Prohibited Transfers. (a) In the event any Founder Transferor should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors under Section 5 Sections 11.1, 11.2 or 11.3 (each a “Prohibited Transfer”), the Investorsnon-breaching Offerees, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Transferor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor the non-breaching Offerees shall have the right to sell to the Founder Transferor the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor Equity Securities the non-breaching Offerees would have been entitled to transfer to the third-party transferee(s) purchase under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof11.2. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are arc to be sold to the Founder Transferor shall be equal to the higher of fair market value and the price per share paid by the third-party transferee(s) to the Founder Transferor in the a Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferor shall also reimburse each Eligible Investor the nonbreaching Offerees for any and all reasonable fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s such non-breaching Offerees’ rights under Section 5.11. For purposes of this Section 11.7, fair market value shall be determined by an independent, reputable investment bank retained by the non-breaching Offerees; (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor nonbreaching Offerees (A) received notice of the a Prohibited Transfer or (B) otherwise became becomes aware of the a Prohibited Transfer, each Eligible Investor the non-breaching Offerees shall, if exercising the option created hereby, deliver to the Founder Transferor the certificate or certificates representing shares to be soldsold under this Section 13.7 by the non-breaching Offerees, each certificate to be properly endorsed for transfer. (iii) The Founder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor the non-breaching Offerees, pursuant to this Section 511.7, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i11.7(b)(i), in cash or by other means acceptable to the Eligible Investornon-breaching Offerees. (civ) Notwithstanding the foregoing, any attempt by a Founder the Transferor to transfer Founders Shares Equity Securities in violation of this Section 5 hereof 11 shall be void void, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder Offeree of such shares, shares without the written consent of two-thirds (2/3) in interest the Holders who hold at least 66.67% of the Eligible Investorsoutstanding Series A Preferred Shares.

Prohibited Transfers. (a) In the event that a Shareholder Transfers any Founder should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors any Investor under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder such Shareholder the type and number of shares of Common Stock equal to the number of shares that such Eligible each Investor would have been entitled to transfer Transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Shareholder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Shareholder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property insteadIn such instance of a put option being exercised, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder respective Shareholders shall also reimburse each Eligible Investor for any and all reasonable fees and expenseexpenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible an Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible such Investor shall, if exercising the option created hereby, deliver to the Founder Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transferTransfer. If the Investor does not exercise its put option right within such ninety (90) days, then such Investor shall lose all rights it has under this Section 4 with respect to such Prohibited Transfer. (iii) The Founder Such Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible Investor. (civ) Notwithstanding the foregoing, any attempt by a Founder Shareholder to transfer Founders Shares Transfer Co-Sale Stock in violation of Section 5 2 hereof shall be void voidable at the option of a majority in interest of the Investors if a majority in interest of the Investors does not elect to exercise the put option set forth in this Section 4, and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible Investors; provided, however that no such Transfer shall be voidable as provided in this clause (iv) unless said majority in interest advises the Shareholder of its intent to void (in writing) within ninety (90) days after the date any Investor learns of such Transfer.

Prohibited Transfers. (aA) In the event any Founder Kanghui Party should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.3 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Kanghui Party shall be bound by the applicable provisions of such option. (bB) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder Kanghui Party the type and number of shares of Common Stock Equity Securities equal to the number of shares that Equity Securities such Eligible Investor Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Kanghui Party shall be equal to the price per share paid by the third-party transferee(s) to the Founder Kanghui Party in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Kanghui Party shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investorsuch Holder’s rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Holder (A) received notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor such Holder shall, if exercising the option created hereby, deliver to the Founder Kanghui Party the certificate or certificates representing shares to be soldsold under this Section 2.5 by such Holder, each certificate to be properly endorsed for transfer. (iii) The Founder Kanghui Party shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder, pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iclause (i), in cash or by other means acceptable to the Eligible InvestorHolder. (civ) Notwithstanding the foregoing, any attempt by a Founder Kanghui Party to transfer Founders Shares Equity Securities in violation of this Section 5 hereof 2 shall be void void, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsHolders.

Prohibited Transfers. (aA) In the event any Founder Kanghui Party should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Preferred Shareholders under Section 5 2.3 (a “Prohibited Transfer”), the InvestorsPreferred Shareholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Kanghui Party shall be bound by the applicable provisions of such option. (bB) In the event of a Prohibited Transfer, each Eligible Investor Preferred Shareholder shall have the right to sell to the Founder Kanghui Party the type and number of shares of Common Stock Equity Securities equal to the number of shares that Equity Securities such Eligible Investor Preferred Shareholder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Kanghui Party shall be equal to the price per share paid by the third-party transferee(s) to the Founder Kanghui Party in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Kanghui Party shall also reimburse each Eligible Investor Preferred Shareholder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investorsuch Preferred Shareholder’s rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Preferred Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor such Preferred Shareholder shall, if exercising the option created hereby, deliver to the Founder Kanghui Party the certificate or certificates representing shares to be soldsold under this Section 2.5 by such Preferred Shareholder, each certificate to be properly endorsed for transfer. (iii) The Founder Kanghui Party shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Shareholder, pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iclause (i), in cash or by other means acceptable to the Eligible InvestorPreferred Shareholder. (civ) Notwithstanding the foregoing, any attempt by a Founder Kanghui Party to transfer Founders Shares Transfer Equity Securities in violation of this Section 5 hereof 2 shall be void void, and the Company agrees it will not effect such a transfer Transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsPreferred Shareholders.

Prohibited Transfers. (a) In the event of any Founder should sell sale or transfer (including, without limitation, the entering into of any Founders agreement, arrangement or understanding to sell) of Co-Sale Shares by LLCP or any Principal Shareholder in contravention of the co-sale rights of the Investors any Non-Selling Holder under Section 5 this SECTION 3 (a “Prohibited Transfer”"PROHIBITED TRANSFER"), the InvestorsNon-Selling Holders shall have, in addition to such all other rights, powers or remedies as may be available at law, in equity equity, under this Agreement or hereunderany other Investment Document or under Applicable Law, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right (the "PROHIBITED TRANSFER PUT") to sell require the party that entered into such sale or transfer to the Founder the type and purchase a number of shares of Common Stock equal to the number of shares that such Eligible Investor Non-Selling Holder would have been entitled to transfer to the third-party transferee(s) sell under Section 5.2 hereof SECTION 3.4 had the Prohibited Transfer been effected pursuant to in accordance and in compliance with the terms thereof. Such sale shall be made of SECTIONS 3.1 through 3.6. (b) In the event of any Prohibited Transfer by LLCP or any Principal Shareholder: (i) The Company shall, upon the request of any Non-Selling Holder, instruct the Company's transfer agent not to enter such Prohibited Transfer on the stock ledger or other similar records of the Company; and (ii) Each Non-Selling Holder may exercise the Prohibited Transfer Put substantially on the following terms and conditions: (iA) The price per share at which the shares are to be sold to LLCP or such Principal Shareholder, as the Founder case may be, shall be equal to the price per share paid by the third-party transferee(s) to the Founder purchaser or transferee in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, LLCP or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Principal Shareholder shall also reimburse each Eligible Investor the Non-Selling Holder for any and all fees and expenseexpenses, including legal fees attorneys', accountants' and other expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s such Non-Selling Holder's rights under Section 5.SECTION 3; (iiB) Within thirty (30) days after the later of the dates on which the Eligible Investor such Non-Selling Holder (Ax) received notice of the Prohibited Transfer or (By) otherwise became aware of the Prohibited Transfer, each Eligible Investor such Non-Selling Holder shall, if exercising the option created herebyProhibited Transfer Put, deliver to the Founder LLCP or such Principal Shareholder the certificate or certificates representing the shares of Common Stock to be soldsold or transferred pursuant to the Prohibited Transfer Put, each certificate to be properly endorsed for transfer.; and (iiiC) The Founder LLCP or such Principal Shareholder, as the case may be, shall, upon receipt of the certificate or certificates for representing the shares of Common Stock to be sold by an Eligible Investor pursuant to this Section 5such Non-Selling Holder, pay to such Non-Selling Holder the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSECTION 3.9(B)(II)(A), by wire transfer in cash or by other means acceptable to the Eligible Investorimmediately available funds. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder Skandalaris should sell any Founders Noble Shares in contravention of the co-sale rights of the Investors Shareholders under Section 5 this Agreement (a “"Prohibited Transfer”"), the InvestorsShareholders, in addition to such other remedies as may be available at law, in equity or hereunderunder this Agreement, shall have the put option provided below, and the Founder Skandalaris shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor the Shareholders shall have the right to sell to Skandalaris the Founder the type and number of shares of Common Stock Noble Shares equal to the number of shares that each such Eligible Investor Shareholder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofof this Agreement. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares Shareholders' Shares are to be sold to the Founder Skandalaris shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Skandalaris in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) 60 days after the later of the dates date on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise Shareholders became aware of the Prohibited Transfer, each Eligible Investor the Shareholders shall, if exercising the option created hereby, deliver to the Founder Skandalaris the certificate or certificates representing shares Noble Shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Skandalaris shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor the Shareholders, pursuant to this Section 55(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 5(b)(i), in cash immediately available funds or by other means acceptable to the Eligible InvestorShareholders. (civ) Notwithstanding the foregoing, any attempt by a Founder Skandalaris to transfer Founders Noble Shares in violation of Section 5 hereof 2 of this Agreement shall be void and the Company Noble agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsShareholders.

Prohibited Transfers. (a) In the event any Founder a Shareholder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors under Section 5 this agreement (a “"Prohibited Transfer”"), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder Shareholder the type and number of shares of Common Stock equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Shareholder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Shareholder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 5subparagraph 4(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i4(b)(i), in cash or by other means acceptable to the Eligible Investor. (civ) Notwithstanding the foregoing, any attempt by a Founder Shareholder to transfer Founders Shares Stock in violation of Section 5 2 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder that a Selling Stockholder -------------------- should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach holder of such co-sale rights, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Selling Stockholder shall be bound by the applicable provisions of such option. (b) . In the event of a Prohibited Transfer, each Eligible Investor holder of co-sale rights shall have the right to sell to the Founder such Selling Stockholder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each holder of co-sale rights would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 4(a) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Selling Stockholder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Selling Stockholder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Selling Stockholder shall also reimburse each Eligible Investor co-sale rights holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 54. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor (A) a holder of co-sale rights received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor such Person shall, if exercising the option created hereby, deliver to the Founder Selling Stockholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer, free and clear of all liens, claims and encumbrances except those arising under this Agreement and the Investors' Rights Agreement of even date herewith. (iii) The Founder Such Selling Stockholder shall, upon receipt of the certificate or certificates certificate for the shares to be sold by an Eligible Investor a co-sale rights holder pursuant to this Section 54(c), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(c)(i), in cash or by other means acceptable to the Eligible Investorco- sale rights holder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder a Transferring Holder should sell any Founders Shares Registrable Securities in contravention of the co-sale rights of the Investors Selling Holders under Section 5 3.2 (a “"Prohibited Transfer”"), the InvestorsSelling Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Transferring Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited TransferTransfer by such Transferring Holder, each Eligible Investor Selling Holder shall have the right to sell to the Founder such Transferring Holder the type and number of shares of Common Stock Registrable Securities equal to the number of shares that such Eligible Investor each Selling Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 3.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder such Transferring Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Transferring Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferring Holder shall also reimburse each Eligible Investor Selling Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Selling Holder's rights under Section 53. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Transferring Holder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, Transfers each Eligible Investor Selling Holder shall, if exercising the option created hereby, deliver to the Founder Transferring Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Transferring Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor sold, pursuant to this Section 53.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i3.5(c)(i), in cash or by other means acceptable to the Eligible InvestorSelling Holder. (civ) Notwithstanding the foregoing, any attempt by a Founder Transferring Holder to transfer Founders Shares Registrable Securities in violation of Section 5 3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsHolders (on an as converted basis). (c) Any transfer made in contravention of the rights of first refusal and co-sale under this Section 3 shall be null and void.

Prohibited Transfers. (a) In the event that any Founder Major Investor (a "Violating Investor") should sell any Founders Shares Co-Sale Stock in contravention of the purchase rights of the Company and the Major Investors and the co-sale rights of the Investors under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Violating Investor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder Violating Investor the type and number of shares of Common Stock equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 5.2(d) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Violating Investor shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Violating Investor in the Prohibited Transfer. Such price per share shall be paid to the Eligible The Violating Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible non-selling Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 55.2. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible non-selling Investor (Aa) received notice of the Prohibited Transfer or (Bb) otherwise became aware of the Prohibited Transfer, each Eligible non-selling Investor shall, if exercising the option created hereby, deliver to the Founder Violating Investor the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Violating Investor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 55.4(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i)Section 5.4(b)(i) , in cash or by other means acceptable to the Eligible Investor. (civ) Notwithstanding the foregoing, any attempt by a Founder any Major Investor to transfer Founders Shares Co-Sale Stock in violation of Section 5 5.2 hereof shall be void voidable at the option of Investors holding more than two-thirds in interest of the Common Stock held by all Investors (on an as-converted basis) if the Investors do not elect to exercise the put option set forth in this Section 5.4, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder Stockholder should sell any Founders Shares in contravention of the co-sale right of first offer or other rights of the Investors any Stockholder under Section 5 this Agreement (a “Prohibited Transfer”, and the holder making such Transfer, a “Transferor”), the Investors, each such Stockholder in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Transferor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited TransferTransfer under Section 3 or Section 4 of this Agreement, each Eligible Investor Stockholder shall have the right to sell to the Founder Transferor the type and number of shares of Common Stock Shares equal to the number of shares that Shares such Eligible Investor Stockholder would have been entitled to transfer Transfer to the third-party transferee(s) purchaser under Section 5.2 hereof 4 had the Prohibited Transfer hereof been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share Share at which the shares Shares are to be sold to the Founder Transferor shall be equal to the price per share Share that would have been paid by the third-party transferee(s) purchaser to the Founder in Transferor had the Prohibited TransferTransfer been made in accordance with Section 3 or Section 4, as applicable. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferor shall also reimburse each Eligible Investor such Stockholder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorStockholder’s rights rights, as applicable, under Section 53 or 4. (ii) Within thirty ninety (3090) calendar days after the later of the dates on which the Eligible Investor Stockholder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Stockholder shall, if exercising the option created hereby, deliver to the Founder Transferor the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transferTransfer. (iii) The Founder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Stockholder pursuant to this Section 56(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 6(b)(i), in cash or by other means acceptable to the Eligible Investorsuch Stockholder. (c) Notwithstanding the foregoing, any attempt by a Founder Transferor to transfer Founders Transfer Shares in violation of Section 5 3 or 4 hereof shall be void and the Company agrees it will not effect affect such a transfer Transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, Shares without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsRequired Shares.

Prohibited Transfers. (a) In the event any that Founder should sell Transfer any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors each Investor under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible an Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible such Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible Investor. (civ) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Co-Sale Stock in violation of Section 5 2 hereof shall be void voidable at the option of a majority in interest of the Investors if the Investors do not elect to exercise the put option set forth in this Section 4, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.treat

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Common Holder will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way or Transfer, all of, any part of or any interest in such Common Holder’s Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition or Transfer of Equity Securities or any interest therein not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event a Common Holder should Transfer any Founder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under Section 2.5(c), and the Founder such Common Holder shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder Common Holder making such Prohibited Transfer the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Common Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Common Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Common Holder shall also reimburse each Eligible Investor Holder for any and all its reasonable fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 52.2 and this Section 2.5. (ii) Within thirty ninety (3090) days after the later of (A) the dates date on which the Eligible Investor (A) received Holder receives notice of the Prohibited Transfer or and (B) the date on which the Holder otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder Common Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Common Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), expenses reimbursable under Section 2.5(c)(i) in cash or by other means acceptable to the Eligible InvestorHolder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Common Holder will not sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way, directly or indirectly, all of any part of or any interest in the Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any Founder Common Holder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Preferred Holders and the Non-Selling Common Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsPreferred Holders and the Non-Selling Common Holders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under subsection (c), and the Founder such Common Holder shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Preferred Holder and Non-Selling Common Holder shall have the right to sell to the Founder such Common Holder the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Preferred Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Common Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Common Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Common Holder shall also reimburse each Eligible Investor Preferred Holder and Non-Selling Common Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investoreach such Preferred Holder’s and Non-Selling Common Holder’s rights under Section 52.2. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor Preferred Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Preferred Holder and Non-Selling Common Holder shall, if exercising the option created hereby, deliver to the Founder such Common Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Common Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Preferred Holder or Non-Selling Common Holder, pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i2.5(c)(i), in cash or by other means acceptable to the Eligible Investorsuch Preferred Holder or Non-Selling Common Holder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any that the Founder should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors each Shareholder under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Shareholder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Shareholder shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Shareholder would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Shareholder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Shareholder's rights under Section 52. (ii) Within thirty (30) 90 days after the later of the dates on which the Eligible Investor Shareholder (Aa) received notice of the Prohibited Transfer or (Bb) otherwise became aware of the Prohibited Transfer, each Eligible Investor Shareholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Shareholder, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible InvestorShareholder. (civ) Notwithstanding the foregoing, any attempt by a the Founder to transfer Founders Shares Co-Sale Stock in violation of Section 5 2 hereof shall be void voidable at the option of a majority in interest of the Shareholders if the Shareholders do not elect to exercise the put option set forth in this Section 4, and the Company Corporation agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsShareholders.

Prohibited Transfers. (aA) In the event that a Shareholder should Transfer any Founder should sell any Founders Shares Stock in contravention of the co-sale rights right of the Investors under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Shareholder shall be bound by the applicable provisions of such option. (bB) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder such Shareholder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 3(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (iI) The price per share at which the shares are to be sold to the Founder Shareholder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder such Shareholder in the such Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Shareholder shall also reimburse each Eligible such Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible such Investor’s 's rights under Section 53. (iiII) Within thirty (30) 90 days after the later of the dates date on which the Eligible such Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible such Investor shall, if exercising the option created hereby, deliver to the Founder Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iiiIII) The Founder Such Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor such Investor, pursuant to this Section 55(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 5(b)(i), in cash or by other means acceptable to the Eligible such Investor. (cIV) Notwithstanding the foregoing, any attempt by a Founder Shareholder to transfer Founders Shares Stock in violation of Section 5 3 hereof shall be void voidable at the option of such Investor if such Investor does not elect to exercise the put option set forth in this Section 5, and the Company agrees it will shall not effect such a transfer nor will shall it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible Investorssuch Investor.

Prohibited Transfers. (a) In the event any a Founder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors Stockholders under Section 5 this Agreement (a “”Prohibited Transfer”), the InvestorsStockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Stockholder shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Stockholder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof purchaser had the Prohibited Transfer under Section 1(c) hereof been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor Stockholder for any and all fees and expenseexpenses, including legal fees and expenses, expenses incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorStockholder’s rights under Section 51. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Stockholder (A) received written notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Stockholder shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, with each certificate to be properly endorsed for transfer. (iii) The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Stockholder, pursuant to this Section 5subparagraph 3(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expensesexpense, as specified in subparagraph 5.5(b)(i3(b)(i), in cash or by other means acceptable to the Eligible InvestorStockholder. (civ) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares Stock in violation of Section 5 1 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible InvestorsStockholders.

Prohibited Transfers. (a) Any attempt by a Founder to transfer Shares in -------------------- violation of Section 1 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of the holders of a majority of the Conversion Shares. In the event any a Founder should sell any Founders Shares in contravention of the co-sale rights of the Investors under Section 5 1 (a “"Prohibited Transfer”"), the Investors, in -------------------- addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) . In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 1 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) : The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 5. 1. Within ninety (ii) Within thirty (3090) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) . The Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Investor, pursuant to this Section 5Section, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i(b)(i), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any a Founder should sell any Founders Founders' Shares (the "Selling Founder") in contravention of the coRight of Co-sale rights Sale of the Investors --------------- under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Investor, in addition to ------------------- such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Selling Founder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor shall have the right to sell to the Selling Founder the type and number of shares of Common Stock (either directly or through delivery of Preferred Stock) equal to the number of shares that such Eligible each Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof purchaser had the Prohibited Transfer under Section 5.3 hereof been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Selling Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Selling Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Selling Founder shall also reimburse each Eligible Investor for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s 's rights under Section 55.3. (ii) Within thirty (30) 90 days after the later of the dates on which the Eligible Investor (Aa) received notice of the Prohibited Transfer or (Bb) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Selling Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Selling Founder shall, upon receipt of the certificate or certificates for the shares to be the sold by an Eligible Investor Investor, pursuant to this Section 5subparagraph 5.5(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible Investor. (civ) Notwithstanding the foregoing, any attempt by a Selling Founder to transfer Founders Founders' Shares in violation of Section 5 section 5.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) a majority in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder Mandarin should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors Obagi under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investors, Obagi in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Mandarin shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Obagi shall have the right to sell to the Founder Mandarin the type and number of shares of Common Co-Sale Stock equal to the number of shares that such Eligible Investor Obagi would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 4.1 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Mandarin shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Mandarin in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor Obagi (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor Obagi shall, if exercising the option created hereby, deliver to the Founder Mandarin the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Mandarin shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor Obagi, pursuant to this Section 54.3, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i)therefor, in cash or by other means acceptable to the Eligible InvestorObagi. (civ) Notwithstanding the foregoing, any attempt by a Founder Mandarin to transfer Founders Shares Co-Sale Stock in violation of Section 5 4 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsObagi.

Prohibited Transfers. (a) In the event any Founder Co-Sale Offeror should sell transfer any Founders Shares Securities in contravention of the co-sale rights of the Investors under Section 5 Other Stockholders as set forth in this Article V (a “"Prohibited Transfer”"), to the Investorsextent such transfer is valid ------------------- and recorded on the books of and recognized by the Company, the Other Stockholders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Co-Sale Offeror shall be bound by the applicable provisions of such option. The Other Stockholders may transfer any of their respective shares of Series A Preferred Stock at any time without limitation, so long as the transfer is in compliance with applicable securities laws and, to the extent co-sale rights are to be assigned as part of such transfer, with the provisions of Article IV hereof. (b) In the event of a Prohibited Transfer, each Eligible Investor Other Stockholder shall have the right to sell to the Founder Co-Sale Offeree the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor each Other Stockholder would have been entitled to transfer to the thirdCo-party transferee(s) under Section 5.2 hereof Sale Offeree above had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Co-Sale Offeror shall be equal to the price per share paid by the thirdCo-party transferee(s) Sale Offeree to the Founder Co-Sale Offeror in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty within sixty (3060) days after the later of the dates on which the Eligible Investor Other Stockholder (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor Other Stockholder shall, if exercising the option created hereby, deliver to the Founder Co-Sale Offeror the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Co-Sale Offeror shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor pursuant to this Section 5, Other Stockholder pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), in cash or by other means acceptable to the Eligible InvestorOther Stockholder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder that a Stockholder should sell any Founders Shares Co-Sale Stock in contravention of the co-sale rights of the Investors Holders under Section 5 this Agreement (a “Prohibited Transfer”"PROHIBITED TRANSFER"), the Investorseach Holder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder such Stockholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder such Stockholder the type and number of shares of Common Investor Stock (or warrant exercisable for Investor Stock) equal to the number of shares that such Eligible Investor Holder would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Stockholder by a Holder pursuant to this Section 4 shall be equal to the price per share paid by the third-party transferee(s) purchaser to such Stockholder in such Prohibited Transfer; provided that the purchase price of any warrant shall be reduced by the exercise thereof with respect to the Founder underlying shares of Investor Stock being purchased in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investortransaction. The Founder Stockholder also shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Holder's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor (A) a Holder received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor such Holder shall, if exercising the option created hereby, deliver to the Founder Stockholder the certificate or certificates representing shares or warrants to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Such Stockholder shall, upon receipt of the certificate or certificates for the shares or warrants to be sold by an Eligible Investor a Holder, pursuant to this Section 54(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(iSection 4(b)(i), in cash or by other means acceptable to the Eligible InvestorHolder. (civ) Notwithstanding the foregoing, any attempt by a Founder Stockholder to transfer Founders Shares Co-Sale Stock in violation of Section 5 2 hereof shall be void voidable at the option of 1818 Fund, CapitalSource or Investors holding a majority of the shares of Investor Stock (on a fully-diluted basis) held by all Investors if none of the Holders elect to exercise the put option set forth in this Section 4, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest 1818 Fund, CapitalSource and Investors holding a majority of the Eligible shares of Investor Stock (on a fully-diluted basis) held by all Investors.

Prohibited Transfers. (a) 6.1 In the event any Founder Existing Stockholder or (in the case of a transfer by the Founder) his or her Permitted Transferee should sell Transfer any Founders Transfer Shares in contravention of the co-sale rights of the Investors Holder under Section 5 this Agreement (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowin Section 6.2 below (the “Put Option”), and the Founder such Existing Stockholder or Permitted Transferee shall be bound by the applicable provisions of such optionPut Option. (b) 6.2 In the event of a Prohibited Transfer, each Eligible Investor the Holder shall have the right to exercise the Put Option to sell to the Founder Existing Stockholder or Permitted Transferee, and the type and Existing Stockholder or Permitted Transferee shall be obligated to purchase from the such Holder, the number of shares of Common Stock equal to the number of shares that such Eligible Investor the Holder would have been entitled to transfer to the third-party transferee(s) proposed purchaser in the Prohibited Transfer under Section 5.2 4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (ia) The price per share at which the shares are to be sold to the Founder Existing Stockholder or Permitted Transferee shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Existing Stockholder or Permitted Transferee in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (iib) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor Holder (Ai) received receives notice of the Prohibited Transfer or (Bii) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option Put Option created hereby, deliver to the Founder Existing Stockholder or Permitted Transferee the certificate or certificates representing that number of shares of Common Stock to be sold, or, at the Holder’s option, a certificate or certificates representing that number of shares of Series A Preferred Stock that is at such time convertible into the number of shares of Common Stock to be sold, each certificate to be properly endorsed for transfer. (iiic) The Founder Existing Stockholder or Permitted Transferee shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor the Holder pursuant to this Section 56.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expensestherefore, as specified in subparagraph 5.5(b)(iSection 6.2(a), in cash or by other means acceptable to the Eligible Investor. (c) Notwithstanding Holder. The Existing Stockholder or Permitted Transferee shall also reimburse the foregoingHolder for any and all reasonable fees and expenses, any attempt by a Founder including reasonable legal fees and expenses, incurred pursuant to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder exercise of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible InvestorsHolder’s rights hereunder.

Prohibited Transfers. (a) Except as otherwise provided in this Agreement, each Common Holder will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any way, all of, any part of or any interest in such Common Holder’s Equity Securities. Any sale, assignment, transfer, pledge, hypothecation or other encumbrance or disposition of Equity Securities not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of the Company and shall not be recognized by the Company. (b) In the event any Founder a Common Holder should sell any Founders Shares Equity Securities in contravention of the co-sale rights of the Investors Holders under Section 5 2.2 (a “Prohibited Transfer”), the InvestorsHolders, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowbelow under Section 2.5(c), and the Founder such Common Holder shall be bound by the applicable provisions of such option. (bc) In the event of a Prohibited Transfer, each Eligible Investor Holder shall have the right to sell to the Founder Common Holder making such Prohibited Transfer the type and number of shares of Common Stock Equity Securities equal to the number of shares that such Eligible Investor each Holder would have been entitled to transfer to the third-party transferee(s) under Section 5.2 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Common Holder shall be equal to the price per share paid by the third-party transferee(s) to the Founder Common Holder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Common Holder shall also reimburse each Eligible Investor Holder for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible InvestorHolder’s rights under Section 52.2. (ii) Within thirty ninety (3090) days after the later of the dates date on which the Eligible Investor Holder (A) received receives notice of the Prohibited Transfer or (B) otherwise became becomes aware of the Prohibited Transfer, each Eligible Investor Holder shall, if exercising the option created hereby, deliver to the Founder Common Holder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Common Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a Holder pursuant to this Section 52.5, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i), expenses reimbursable under Section 2.5(c)(i) in cash or by other means acceptable to the Eligible InvestorHolder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In the event any Founder a Shareholder (a "Transferring Shareholder") should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors Shareholders under Section 5 this agreement (a “"Prohibited Transfer”"), the Investorsother Shareholders (the Non-Transferring Shareholders"), in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder Transferring Shareholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible Investor any Non-Transferring Shareholder shall have the right to sell to the Founder Transferring Shareholder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor the Non-Transferring Shareholders would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 2(c) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder Transferring Shareholder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Founder Transferring Shareholder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder Transferring Shareholder shall also reimburse each Eligible Investor the Non-Transferring Shareholders for any and all fees and expenseexpenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s Non-Transferring Shareholder's rights under Section 52. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible Investor any Non-Transferring Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor the Non-Transferring Shareholder shall, if exercising the option created hereby, deliver to the Founder Transferring Shareholder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The Founder Transferring Shareholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor any Non-Transferring Shareholder, pursuant to this Section 5subparagraph 4(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i4(b)(i), in cash or by other means acceptable to the Eligible InvestorNon-Transferring Shareholder. (c) Notwithstanding the foregoing, any attempt by a Founder to transfer Founders Shares in violation of Section 5 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investors.

Prohibited Transfers. (a) In Borrower shall not directly or indirectly make, suffer or permit the event occurrence of any Founder should sell any Founders Shares in contravention of the co-sale rights of the Investors under Section 5 (Transfer other than a “Prohibited Permitted Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Founder shall be bound by the applicable provisions of such option. (b) In Notwithstanding the event foregoing, Lender shall not unreasonably withhold its consent to a sale of the Property in its entirety (a “Special Transfer”) to a Special Purpose Bankruptcy Remote Entity with organizational documents containing provisions satisfying the Lender’s then-current requirements of a Prohibited TransferSpecial Purpose Bankruptcy Remote Entity and otherwise acceptable to Lender (a “Buyer”), each Eligible Investor provided that (i) No Default or Event of Default is then continuing; (ii) Borrower gives Lender written notice of the terms of such prospective Special Transfer not less than forty-five (45) days before the date on which such sale is scheduled to close, accompanied by all information concerning the proposed Buyer as Lender would require in evaluating an initial extension of credit to a borrower and such reasonable non-refundable application fee as shall be required by Lender. Lender shall have the right to sell approve or disapprove the proposed Buyer in its reasonable discretion (it being acknowledged that Lender may, as a condition to the Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor would have been entitled to transfer to the third-party transferee(s) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the third-party transferee(s) to the Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property insteadapproving any proposed Buyer, the price per share to be paid to the Eligible Investor shall be paid (A) in the form require a Rating Comfort Letter from each of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights under Section 5. (ii) Within thirty (30) days after the later of the dates on which the Eligible Investor (A) received notice of the Prohibited Transfer or (B) otherwise became aware of the Prohibited Transfer, each Eligible Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer.Rating Agencies); (iii) The Founder shallBorrower pays Lender, upon receipt concurrently with the closing of the certificate or certificates for the shares such Special Transfer, a non refundable assumption fee in an amount equal to be sold by an Eligible Investor pursuant to this Section 5, pay the aggregate purchase price therefor and the amount of reimbursable fees all reasonable out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred by Lender in connection with the Special Transfer plus an amount equal to one percent (1.0%) of the then outstanding Principal. No one percent (1%) payment is payable in the event of a Controlling Interest Transfer; (iv) Buyer assumes all of the obligations of Borrower under this Agreement, the Note and the other Loan Documents and, prior to or concurrently with the closing of such Special Transfer, Buyer executes, without any cost or expense to Lender, such documents and agreements as specified Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions as Lender may reasonably require; (v) Borrower and Buyer execute and cause to be filed in subparagraph 5.5(b)(i)such public records as Lender reasonably deems appropriate, without any cost or expense to Lender, new financing statements or financing statement amendments and any additional documents reasonably requested by Lender; (vi) Borrower causes to be delivered to Lender, without any cost or expense to Lender, such endorsements to Lender’s title insurance policy, property and liability insurance endorsements or certificates and other similar materials as Lender may reasonably deem necessary at the time of the Special Transfer, all in form and substance satisfactory to Lender, including, without limitation, an endorsement or endorsements to Lender’s title insurance policy insuring the lien of the Mortgage, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in clause (iv) of this Section, with no additional exceptions added to such policy except (i) Liens created by the assignment and assumption of the Loan Documents, the Bond Documents and the Property Leases, (ii) Liens, if any, for Taxes or other charges not yet due and payable as of the date of any assignment and assumption, (iii) any other matter which does not affect in any material respect the Lien of the Mortgage insured pursuant to Lender’s title insurance policy or the operation and use of the Property as determined by Lender in its sole discretion, and insuring that fee simple title to the Property is vested in Buyer; (vii) Borrower executes and delivers to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents through and including the date of the closing of the Special Transfer, which agreement shall be in form and substance reasonably satisfactory to Lender and shall be binding upon Buyer; (viii) Such Special Transfer is not construed so as to relieve Borrower of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Special Transfer and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability. Borrower shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Special Transfer which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Special Transfer; (ix) Such Special Transfer is not construed so as to relieve any Guarantor of its obligations under any Loan Document, and a direct or indirect member, partner or shareholder of Buyer or other Person affiliated with Buyer approved by Lender in its sole discretion (a “Successor Guarantor”) assumes the obligations of such Guarantor and executes such documents as may be required by Lender to evidence such assumption. Guarantor shall be released from and relieved of any of its obligations under any indemnity or guaranty executed in connection with the Loan for any acts or events occurring or obligations arising after the closing of such Special Transfer which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Special Transfer; (x) Buyer has furnished to Lender all appropriate documents and instruments evidencing Buyer’s capacity and good standing, and the authority of the signers to execute the assumption of the Loan and the Loan Documents, which documents and instruments shall include certified copies of all documents and instruments relating to the organization and formation of Buyer and of the entities, if any, which are direct or indirect members, partners or shareholders of Buyer, all of which shall be reasonably satisfactory to Lender; (xi) Buyer shall assume the obligations of Borrower under any management agreements pertaining to the Property, or shall cause any new manager and management agreement to satisfy the requirements of Section 5.11 hereof, as applicable; (xii) Buyer shall furnish an opinion of counsel satisfactory to Lender that the acquisition of the Property and the assumption of the Loan and the Loan Documents by Buyer and, to the extent applicable, Successor Guarantor, was validly authorized, and duly executed and delivered, and constitutes the legal, valid and binding obligations of Buyer and Successor Guarantor, enforceable against each of them in accordance with their respective terms, and with respect to such other matters as Lender may reasonably require; and (xiii) Buyer shall provide Lender with a fully executed copy of (1) a deed covering the Property, (2) a b▇▇▇ of sale covering the personal property constituting a part of the Property and (3) an assignment and assumption agreement in respect of the Leases, in cash or by other means acceptable form and substance reasonably satisfactory to the Eligible InvestorLender. (c) Notwithstanding Further notwithstanding the foregoingprovisions of this Section 5.16, the definition of Permitted Transfer in Section 1.1.2, or anything inconsistent or to the contrary contained in this Agreement or any attempt other Loan Document, the transfer of any direct or indirect ownership interests in Guarantor (traded on the public markets or otherwise) that results in the transferee (together with its Affiliates) holding an indirect interest in Borrower or in Borrower Representative in an amount which exceeds 49% and occurs substantially contemporaneously with (i) the transfer of a majority of shares held by the then current officers and directors of Guarantor, and (ii) a Founder to transfer Founders Shares change in violation a majority of Section 5 hereof the directors of Guarantor, shall be void and subject to the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the prior written consent of two-thirds Lender in its sole discretion. Borrower shall give Lender written notice not less than sixty (2/360) days before the date on which such transfer is scheduled to close, accompanied by all information relating to the transfer and the transferee as Lender would reasonably require in interest evaluating an initial extension of credit to a borrower (it being acknowledged that Lender may, as a condition to its approval, require a Rating Comfort Letter from each of the Eligible InvestorsRating Agencies). If such transfer is disapproved by Lender prior to the Start-up Date, Borrower shall have the right to prepay the entire outstanding balance of the Loan in full together with a Yield Maintenance Premium. If such transfer is disapproved by Lender after the Start-up Date, Borrower shall have the right to prepay the entire outstanding balance of the Loan in full together with a Yield Maintenance Premium, or to cause a Full Defeasance of the Loan pursuant Section 2.3.3 above. Failure of Lender to consent in writing to Borrower’s written notice within forty-five (45) days after receipt of such notice shall be deemed a disapproval by Lender.

Prohibited Transfers. (a) In the event any a Founder should sell any Founders Shares Stock in contravention of the coCo-sale rights of the Investors Sale Right under Section 5 this Agreement (a “"Prohibited Transfer”"), the Founders and Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the transferring Founder or Investor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Eligible non-transferring Founder or Investor shall have the right to sell to the transferring Founder or Investor the type and number of shares of Common Stock equal to the number of shares that such Eligible each Founder or Investor would have been entitled to transfer to the third-party transferee(spurchaser under subsection 4(c) under Section 5.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the transferring Founder or Investor shall be equal to the price per share paid by the third-party transferee(s) purchaser to the transferring Founder or Investor in the Prohibited Transfer. Such price per share shall be paid to the Eligible The transferring Founder or Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Founder shall also reimburse each Eligible non- transferring Founder or Investor for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s rights Co-Sale Right under Section 54. (ii) Within thirty ninety (3090) days after the later of the dates on which the Eligible non-transferring Founder or Investor (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible non- transferring Founder or Investor shall, if exercising the option created hereby, deliver to the transferring Founder or Investor the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iii) The transferring Founder or Investor shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible Investor a non-transferring Founder or Investor, pursuant to this Section 5subsection 6(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(isubsection 6(b)(i), in cash or by other means acceptable to the Eligible Investor. (civ) Notwithstanding the foregoing, any attempt by a transferring Founder or Investor to transfer Founders Shares Stock in violation of Section 5 2 and Section 4 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares, without the written consent of two-thirds (2/3) in interest of the Eligible Investorstransfer.

Prohibited Transfers. (a) 5.1 In the event any a Selling Founder should sell any Founders Shares Stock in contravention of the co-sale rights of the Investors and the other Founders under Section 5 this Agreement (a “"Prohibited Transfer”"), the Investorseach Investor and other Founder, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and the Selling Founder shall be bound by the applicable provisions of such option. (b) 5.2 In the event of a Prohibited Transfer, each Eligible Investor and other Founder shall have the right to sell to the Selling Founder the type and number of shares of Common Stock equal to the number of shares that such Eligible Investor or other Founders, as the case may be, would have been entitled to transfer to the third-party transferee(s) purchaser under Section 5.2 paragraph 3.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms thereofhereof. Such sale shall be made on the following terms and conditions: (ia) The price per share at which the shares are to be sold to the Selling Founder shall be equal to the price per share paid by the third-party transferee(s) purchaser to the Selling Founder in the Prohibited Transfer. Such price per share shall be paid to the Eligible Investor in cash if the Founder received cash for his shares. If the Founder did not receive cash but received other property instead, the price per share to be paid to the Eligible Investor shall be paid (A) in the form of the property received by the Founder for his shares, or (B) in cash equal to the fair market value of the property received by such Founder as determined in good faith by the Company’s Board of Directors, at the option of the Eligible Investor. The Selling Founder shall also reimburse each Eligible Investor and other Founder for any and all fees and expense, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Eligible Investor’s co-sale rights under Section 53. (iib) Within thirty ninety (3090) days after the later earlier of the dates on which the Eligible Investor or other Founder (A) received notice of the Prohibited Transfer or (B) otherwise became become aware of the Prohibited Transfer, each Eligible Investor and other Founder shall, if exercising the option created hereby, deliver to the Selling Founder the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer. (iiic) The Selling Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Eligible any Investor or other Founder, pursuant to this Section 5paragraph 5.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.5(b)(i5.2(a), in cash or by other means acceptable to the Eligible InvestorInvestor or other Founder. (cd) Notwithstanding the foregoing, any attempt by a Selling Founder to transfer Founders Shares Stock in violation of Section 5 3 hereof shall be void and the Company Acusphere agrees it will not effect such a transfer nor will it treat any alleged transferee(s) transferee as the holder of such shares, shares without the written consent of two-thirds (2/3) in interest of each Investor and other Founder; provided, however, that if an Investor or other Founder elects to exercise the Eligible Investorsput option as discussed above, then such Investor or other Founder shall be deemed to have provided its written consent permitting Acusphere to transfer the Stock on its records.