INVESTOR CONSENTS IN THEIR RESPECTIVE SOLE
DISCRETION) FOR ALL PURPOSES OF THIS AGREEMENT.
(B)
TRANSFER NOTICE.
PRIOR TO ANY PROPOSED TRANSFER
OF ANY SHARES, THE INVESTOR HOLDING SUCH SHARES TO BE TRANSFERRED SHALL GIVE
WRITTEN NOTICE TO THE COMPANY OF ITS INTENTION TO EFFECT SUCH TRANSFER (THE
"TRANSFER NOTICE").
SUCH TRANSFER NOTICE SHALL SET FORTH IN REASONABLE
3
DETAIL THE TERMS AND CONDITIONS OF SUCH PROPOSED TRANSFER, INCLUDING (I) THE
PERCENTAGE OF SUCH SELLING INVESTOR'S SHARES THAT WOULD BE TRANSFERRED, (II) THE
NUMBER OF SHARES PROPOSED TO BE TRANSFERRED (THE "OFFERED SHARES"), (III) THE
PROPOSED AMOUNT AND FORM OF CONSIDERATION TO BE PAID FOR THE OFFERED SHARES AND
(IV) ALL OTHER MATERIAL TERMS OF THE PROPOSED TRANSFER.
IN THE EVENT THAT THE
TERMS AND/OR CONDITIONS SET FORTH IN THE TRANSFER NOTICE ARE THEREAFTER AMENDED
IN ANY MATERIAL RESPECT, THE TRANSFER NOTICE SHALL BE OF NO FURTHER FORCE AND
EFFECT AND THE TRANSFERRING INVESTOR SHALL GIVE A NEW TRANSFER NOTICE CONTAINING
SUCH AMENDED TERMS AND CONDITIONS.
SUBJECT TO COMPLIANCE WITH SECTION 1, 2, 3
AND 4 HEREIN (INCLUDING ANY APPLICABLE TIME PERIODS SET FORTH IN THOSE
SECTIONS), AND SUBJECT TO SECTION 6(C) HEREIN, THE INVESTOR HOLDING SUCH SHARES
TO BE TRANSFERRED SHALL HAVE THE RIGHT, AFTER RECEIPT BY THE COMPANY AND THE
OTHER INVESTORS OF THE TRANSFER NOTICE, TO TRANSFER SHARES IN ACCORDANCE WITH
THE TERMS SET FORTH IN SUCH TRANSFER NOTICE.
(C)
RESTRICTIONS ON TRANSFERS UNDER RULE 144.
AFTER
THE IPO DATE, EACH SPECIFIED HOLDER SHALL PROMPTLY NOTIFY EACH RELATED HOLDER
WHEN IT HAS COMMENCED A MEASUREMENT PERIOD FOR PURPOSES OF THE RULE 144 GROUP
VOLUME LIMIT IN CONNECTION WITH A TRANSFER THAT IS SUBJECT TO SUCH LIMIT AND
WHAT THE VOLUME LIMIT FOR SUCH MEASUREMENT PERIOD, DETERMINED AS OF ITS
COMMENCEMENT, WILL BE.
EACH RELATED HOLDER SHALL BE ENTITLED TO EFFECT
TRANSFERS THAT ARE SUBJECT TO THE RULE 144 GROUP VOLUME LIMIT PRO RATA DURING
THE APPLICABLE MEASUREMENT PERIOD BASED ON THE RATIO OF THE RELATIVE NUMBER OF
SHARES OWNED BY SUCH RELATED HOLDER TO THE NUMBER OF SHARES OWNED BY ALL
SPECIFIED HOLDERS AND RELATED HOLDERS AT THE START OF THE MEASUREMENT PERIOD.
IN THE EVENT ANY RELATED HOLDER AGREES TO FOREGO ITS FULL PRO RATA SHARE OF THE
RULE 144 GROUP VOLUME LIMIT BY WRITTEN NOTICE THEREOF TO THE SPECIFIED HOLDER
AND ALL OTHER RELATED HOLDERS, THE REMAINDER SHALL BE REALLOCATED PRO RATA AMONG
THE SPECIFIED HOLDER AND ALL OTHER RELATED HOLDERS IN LIKE MANNER (EXCEPT THAT
THE SHARES HELD BY SUCH FOREGOING RELATED HOLDER AT THE START OF SUCH
MEASUREMENT PERIOD SHALL BE EXCLUDED FROM SUCH CALCULATION).
THE PROVISIONS OF
THIS SECTION 1(C) SHALL NOT APPLY TO ANY TRANSFER OF SHARES (I) PURSUANT TO
CLAUSE (I) OF THE DEFINITION OF PUBLIC SALE OR (II) NOT SUBJECT TO VOLUME
LIMITATIONS UNDER RULE 144.
SECTION 2.
RIGHT OF FIRST OFFER
(A)
COMPANY RIGHT OF FIRST OFFER.
SUBJECT TO SECTION
2(I), IF, AT ANY TIME PRIOR TO THE IPO DATE, AN INVESTOR (A "SELLING INVESTOR")
PROPOSES TO TRANSFER