OR PURCHASERS IN A
SINGLE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS, THE INVESTOR SHALL HAVE
THE RIGHT TO REQUIRE THE PURCHASE OF A NUMBER OF THE INVESTOR SHARES EQUAL TO
THE PRODUCT OF (I) THE QUOTIENT DETERMINED BY DIVIDING THE PERCENTAGE OF SHARES
OWNED BY THE INVESTOR BY THE AGGREGATE PERCENTAGE OF SHARES OWNED BY SUCH
PERMITTED HOLDER(S), THE INVESTOR AND THE OTHER STOCKHOLDERS PARTICIPATING IN
SUCH SALE AND (II) THE NUMBER OF SHARES TO BE SOLD IN THE CONTEMPLATED
TRANSFER.
SUCH SALE SHALL BE ON THE SAME TERMS AND CONDITIONS APPLICABLE, AND
FOR THE SAME TYPE AND AMOUNT OF CONSIDERATION PAYABLE (EXCLUDING ANY
CONSIDERATION THAT THE COMPANY'S DIRECTORS, OFFICERS OR MANAGERS MAY RECEIVE
FROM EMPLOYMENT, CONSULTING OR NON-COMPETITION AGREEMENTS WITH THE UNAFFILIATED
PURCHASER TO THE EXTENT SUCH CONSIDERATION IS PROPERLY ALLOCABLE AS
CONSIDERATION UNDER SUCH AGREEMENTS), TO THE PERMITTED HOLDER(S).
FOR EXAMPLE, IF THE NOTICE CONTEMPLATED THE SALE OF 100 SHARES BY THE PERMITTED
HOLDER, AND IF THE PERMITTED HOLDER AT SUCH TIME OWNS 30% OF ALL SHARES AND IF
INVESTOR ELECTS TO PARTICIPATE AND OWNS 20% OF ALL SHARES, THE INVESTOR WOULD BE
ENTITLED TO SELL 40 SHARES AND THE PERMITTED HOLDER WOULD BE ENTITLED TO SELL 60
SHARES.
13
Investor and the Permitted Holder shall take all necessary actions reasonably
requested by the other in connection with and to facilitate the purpose of this
Section 6.2(b), provided that Investor shall not be required to share in any
indemnification or other obligations that the Permitted Holder(s) agrees to
provide in connection with a transfer other than as provided for in Section
6.2(c).
(C)
THE INVESTOR WILL BEAR ITS OWN COSTS ASSOCIATED WITH THE SALE OF
ANY INVESTOR SHARES PURSUANT TO SECTIONS 6.2(A) AND 6.2(B) AND WILL BEAR ALL
COSTS RELATING TO PERSONS HIRED OR RETAINED BY THE INVESTOR IN CONNECTION WITH
SUCH SALE.
IF INVESTOR TRANSFERS ANY NUMBER OF INVESTOR SHARES PURSUANT TO
SECTIONS 6.2(A) OR 6.2(B), IT SHALL BE OBLIGATED, ON A SEVERAL PRO RATA BASIS,
CONSISTENT WITH THE PERMITTED HOLDER(S) PARTICIPATING IN SUCH SALE, TO SHARE IN
ANY INDEMNIFICATION OR OTHER OBLIGATIONS THAT THE PERMITTED HOLDER(S) AGREES TO
PROVIDE IN CONNECTION WITH A TRANSFER PURSUANT TO SECTIONS 6.2(A) OR 6.2(B) TO
THE EXTENT SUCH INDEMNIFICATION RELATES DIRECTLY TO REPRESENTATIONS AND
WARRANTIES OF THE INVESTOR REGARDING THE INVESTOR'S AUTHORITY, AUTHORIZATION,
TITLE TO AND OWNERSHIP OF THE INVESTOR SHARES AND NON-CONTRAVENTION RELATED TO
ITS OWNERSHIP OF THE INVESTOR SHARES AND PERFORMANCE OF THE OBLIGATIONS INVESTOR
AGREES TO IN THE APPLICABLE AGREEMENT (PROVIDED THAT INVESTOR SHALL NOT BE
OBLIGATED IN CONNECTION WITH SUCH TRANSFER TO AGREE TO INDEMNIFY OR HOLD
HARMLESS THE TRANSFEREES WITH RESPECT TO AN AMOUNT IN EXCESS OF THE NET CASH
PROCEEDS PAID TO INVESTOR IN CONNECTION WITH SUCH TRANSFER).
6.3
Termination of Investor Rights.
The rights set forth in Sections
6.1 and 6.2 above shall terminate upon the consummation of, and shall not be
applicable to, the IPO.
7.
Right of First Refusal.
7.1
Company and Stockholder Right.
(A)
IN THE EVENT THAT