Common use of The Right Clause in Contracts

The Right. If at any time a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) of the then-outstanding Common Stock determined on an as-converted basis (a "Co-Sale Transaction"), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Stockholder shall be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co- Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which shall be the number of shares of Stock owned by such Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co-Sellers (giving effect in each case to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock and a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amended.

The Right. If at any time a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) of the then-outstanding Common Stock determined on an as-converted basis (a "Co-Sale Transaction"), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Stockholder shall be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the that a Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder Founder proposes to sell or transfer shares of Founder's Stock, and has complied with the provisions of Section 6.2 above, and the Non-Selling Founder and/or the Company shall not have elected to purchase all of the Offered Stock, the Selling Founder shall give written notice (the "CO-SALE RIGHTS NOTICE") of such third party in proposed sale to each of the Co-Sale Transaction. In Rights Holders setting forth: (i) the event a Co-Seller exercises its right number of shares of the Offered Stock proposed to be sold or transferred; (ii) the name, address and relationship, if any, to the Selling Founder of each proposed purchaser or other transferee; (iii) the Offered Price; and (iv) that the proposed purchaser or other Transferee has been informed of the co-sale hereunderrights provided in this Section 6.3. The Co-Sale rights Holders shall each have the right, exercisable upon written notice to the Selling Stockholder shall assign so much Founder within twenty (20) days after delivery of his interest in the proposed agreement of sale as the Co-Seller shall be entitled Sale Rights Notice, to and shall request hereunder, and the participate in such sale of Offered Stock. Each Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co- Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller Sale Rights Holder shall be entitled to sell shall be an amount of Stock equal to a fraction its Pro Rata Share (as hereinafter defined) of the total amount shares of Offered Stock proposed to be sold by the Selling Founder. A Co-Sale Rights Holder's "PRO RATA SHARE" shall be equal to such third party (after giving effect to all purchases pursuant to Section 2)a fraction, the numerator of which shall be is the number of shares of Common Stock owned held by such Co-Seller Sale Rights Holder and the denominator of which shall be is the total number of shares of Common Stock then held by all Co-Sale Rights Holders PLUS the total number of shares of Founder's Stock held by the Selling Stockholder and all Co-Sellers (giving effect in each case Founder. For purposes of making such computation, Common Stock shall be deemed to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is include shares of Common Stock and a Person wishing to exercise its rights issuable upon conversion of co-sale hereunder does not have sufficient shares of Common Preferred Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amended.

The Right. If at any time a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) of the then-outstanding Common Stock determined on an as-converted basis (a "Co-Sale Transaction"), then the Sale Notice required by Section 2 shall be delivered to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Stockholder shall be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-then- outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co- Co-Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which shall be the number of shares of Stock owned by such Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co-Co- Sellers (giving effect in each case to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- co-sale hereunder does not have a sufficient amount of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock and a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amended.

The Right. If at any time a Selling Stockholder the JFL Group (the "Majority Stockholders") proposes to --------- sell any shares of Stock to any third party in at least a transaction involving the sale of more than five percent (5%) majority of the then-issued and outstanding Common Stock determined on an as-converted basis Securities owned by such Majority Stockholders to a Prospective Purchaser other than a Related Transferee (a "CoDrag-Sale TransactionAlong Sale"), then such Majority Stockholders shall have the Sale Notice required right (the "Drag-Along Right") to compel the remaining Stockholders (the "Drag-Along Stockholders") to sell the same percentage of the Securities owned by Section 2 them to the Prospective Purchaser as the Majority Stockholders propose to sell for such consideration per share and on the same terms and subject to the same conditions as the Majority Stockholders are able to obtain. The Majority Stockholders shall be delivered exercise the Drag-Along Right by giving written notice (the "Drag-Along Notice") to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Stockholder shall be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant Drag-Along Stockholders stating (i) that they propose to Section 2effect such transaction, (ii) the name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the proposed sale (including any consideration proposed to be paid other than in respect of the Securities) and (iv) that all the Stockholders shall be obligated to sell their Securities upon the same terms and subject to the same conditions; provided, however, that, in addition to receiving their ratable portion of any consideration paid in respect of the Securities, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller Stockholders shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part receive a ratable portion of any consideration paid other than in respect of the obligations of the Selling Stockholder under such agreement as shall relate Securities, to the sale extent that such consideration exceeds (i) the fair market value of the securities any tangible property transferred by the Co- Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be Majority Stockholders in exchange for such consideration or (ii) an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to that is customary and reasonable for any intangible property or rights transferred or granted in exchange for such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which shall be the number of shares of Stock owned by such Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co-Sellers (giving effect in each case to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock and a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amendedconsideration.

The Right. If at any time In the event the Camden Purchasers (the "Initiating --------- Sellers") propose a Selling Stockholder proposes to --------- sell any shares Transfer of Stock to any third party all of their Securities in one or more related transactions (including without limitation, a transaction involving the sale of more than five percent (5%merger or consolidation) of the then-outstanding Common Stock determined on an as-converted basis (a "Co-Camden Sale Transactionof the Company"), then ) to a bona fide third party purchaser (the Sale Notice required by Section 2 shall be delivered to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Stockholder shall be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2"Proposed Buyer") on an arm's length basis, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller"Initiating Seller(s) shall have the opportunity right (the "Drag-Along Right") to require the Common Stockholders (each a "Drag-Along Seller" and collectively the "Drag-Along Sellers") to sell, and each Drag-Along Seller hereby agrees to sell, to the Proposed Buyer the "Applicable Percentage" (as defined herein) of the Securities held by such Drag-Along Seller (the "Drag-Along Amount") in the same terms as the Proposed Buyer has agreed to purchase the Securities of the Initiating Sellers, provided, however, if the -------- ------- holders of a majority of the common stock held by the Common Stockholders elect to purchase all and not less than all of the Securities from the Initiating Sellers on the same terms and conditions as offered by the Proposed Buyer (except that the consideration must be in cash regardless of the consideration offered by the Proposed Buyer) (the "Put Right") as set forth more fully in Section 7.5 below, the Initiating Sellers shall have the right but not the ----------- obligation to sell a pro rata portion of such Securities to the remaining Stock which Common Stockholders in accordance with the Selling Stockholder proposes Put Right. "Applicable Percentage" means, with respect to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunderSecurities, the Selling Stockholder shall assign so much ratio (expressed as a percentage) of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co- Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which shall be A) the number of shares of Stock owned Securities proposed to be Transferred by such Co-Seller and the denominator of which shall be Initiating Sellers, to (B) the total number of shares of Stock then Securities held by the Selling Stockholder and all Co-Sellers (giving effect in each case to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock and a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amendedInitiating Sellers.

The Right. If at any time In the event the Camden Purchasers (the "Initiating Sellers") propose a Selling Stockholder proposes to --------- sell any shares Transfer of Stock to any third party all of their Securities in one or more related transactions (including without limitation, a transaction involving the sale of more than five percent (5%merger or consolidation) of the then-outstanding Common Stock determined on an as-converted basis (a "Co-Camden Sale Transactionof the Company"), then ) to a bona fide third party purchaser (the Sale Notice required by Section 2 shall be delivered to all Stockholders. For purposes of calculating the preceding percentage, all transfers by a Selling Stockholder shall be aggregated with all prior and contemporaneous transfers by such Selling Stockholder (not including transfers to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant to Section 2"Proposed Buyer") on an arm's length basis, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller"Initiating Seller(s) shall have the opportunity right (the "Drag-Along Right") to require the Common Stockholders (each a "Drag-Along Seller" and collectively the "Drag-Along Sellers") to sell, and each Drag-Along Seller hereby agrees to sell, to the Proposed Buyer the "Applicable Percentage" (as defined herein) of the Securities held by such Drag-Along Seller (the "Drag-Along Amount") in the same terms as the Proposed Buyer has agreed to purchase the Securities of the Initiating Sellers, provided, however, if the holders of a majority of the common stock held by the Common Stockholders elect to purchase all and not less than all of the Securities from the Initiating Sellers on the same terms and conditions as offered by the Proposed Buyer (except that the consideration must be in cash regardless of the consideration offered by the Proposed Buyer) (the "Put Right") as set forth more fully in Section 7.5 below, the Initiating Sellers shall have the right but not the obligation to sell a pro rata portion of such Securities to the remaining Stock which Common Stockholders in accordance with the Selling Stockholder proposes Put Right. "Applicable Percentage" means, with respect to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunderSecurities, the Selling Stockholder shall assign so much ratio (expressed as a percentage) of his interest in the proposed agreement of sale as the Co-Seller shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part of the obligations of the Selling Stockholder under such agreement as shall relate to the sale of the securities by the Co- Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which shall be A) the number of shares of Stock owned Securities proposed to be Transferred by such Co-Seller and the denominator of which shall be Initiating Sellers, to (B) the total number of shares of Stock then Securities held by the Selling Stockholder and all Co-Sellers (giving effect in each case to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock and a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amendedInitiating Sellers.

The Right. If at any time one or more Shareholders holding, in the aggregate, a Selling Stockholder proposes to --------- sell any shares of Stock to any third party in a transaction involving the sale of more than five percent (5%) majority of the then-issued and outstanding Common Stock determined (the "Majority Shareholders") propose to sell all the Common Stock owned by such Majority Shareholders (whether owned by such Shareholders on an asthe date hereof or hereafter acquired in a manner consistent with this Agreement) to a Prospective Purchaser, other than a Related Transferee, then such Majority Shareholders shall have the right (the "Drag-converted basis Along Right") to compel the remaining Shareholders (a the "CoDrag-Sale TransactionAlong Shareholders") to sell all of the shares of Common Stock and Warrants owned by them to the Prospective Purchaser for such consideration per share (reduced by the exercise price of the Warrants, in the case of the Warrants), then and on the Sale Notice required by Section 2 shall be delivered same terms and subject to all Stockholders. For purposes of calculating the preceding percentagesame conditions, all transfers as the Majority Shareholders are able to obtain; provided, however, that any such sale by a Selling Stockholder remaining Shareholder does not violate applicable law. The Majority Shareholders shall be aggregated with all prior and contemporaneous transfers exercise the Drag-Along Right by such Selling Stockholder giving written notice (not including transfers the "Drag-Along Notice") to affiliates, members and general and limited partners). In the event that, after giving effect to all purchases of such Stock by the Company and the Purchaser Holders pursuant Drag-Along Shareholders stating (i) that they propose to Section 2effect such transaction, (ii) the name and address of the Prospective Purchaser, (iii) the proposed purchase price per share and other terms and conditions of the proposed sale (including any consideration proposed to be paid other than in respect of the Common Stock or Warrants) and (iv) that all the Shareholders shall be obligated to sell their shares of Common Stock and Warrants upon the same terms and subject to the same conditions (subject to applicable law); PROVIDED, HOWEVER, that, in addition to receiving their ratable portion of any consideration paid in respect of the Common Stock or Warrants, the amount of Stock to be sold to such third party continues to represent at least five percent (5%) of the then-outstanding Common Stock on an as-converted basis, then each Stockholder which notifies the Selling Stockholder in writing within 30 days following receipt of the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata portion of the remaining Stock which the Selling Stockholder proposes to sell to such third party in the Co-Sale Transaction. In the event a Co-Seller exercises its right of co-sale hereunder, the Selling Stockholder shall assign so much of his interest in the proposed agreement of sale as the Co-Seller Shareholders shall be entitled to and shall request hereunder, and the Co-Seller shall assume such part receive a ratable portion of any consideration paid other than in respect of the obligations of the Selling Stockholder under such agreement as shall relate Common Stock or Warrants, to the sale extent that such consideration exceeds (i) the fair market value of the securities any tangible property transferred by the Co- Seller. For the purposes of this Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell shall be Majority Shareholders in exchange for such consideration or (ii) an amount of Stock equal to a fraction of the total amount of Stock proposed to be sold to that is customary and reasonable for any intangible property or rights transferred or granted in exchange for such third party (after giving effect to all purchases pursuant to Section 2), the numerator of which shall be the number of shares of Stock owned by such Co-Seller and the denominator of which shall be the total number of shares of Stock then held by the Selling Stockholder and all Co-Sellers (giving effect in each case to the conversion of all Preferred Shares into Common Stock). Insofar as possible this right of co-sale shall apply to Stock of the same class or classes as the Stock subject to the Sale Notice. If any Person desiring to exercise its rights of co- sale hereunder does not have a sufficient amount of Stock of the same class as the Stock subject to the Sale Notice, such Person may substitute Stock of another class so long as such class ranks senior in liquidation to the class of Stock subject to the Sale Notice. In the event the proposed Transfer is of Common Stock and a Person wishing to exercise its rights of co-sale hereunder does not have sufficient shares of Common Stock, but has Preferred Shares, such Person may convert a sufficient number of Preferred Shares into Common Stock in accordance with the procedures set forth in the Certificate of Incorporation, as amendedconsideration.