Right of First Refusal/Co-Sale Agreement

The Right of First Refusal and the Right of Co-Sale work together to prevent founders and other major holders of Common Stock from selling shares to a third party without the Company and Investors’ participation. This agreement requires notice of the proposed terms of such sale to each of the Company and the Investors and then the Company (first) and the Investors (next) have the opportunity to purchase the shares on the proposed terms. This is the “Right of First Refusal” (ROFR). Any Investors who decline to purchase any shares by exercising their ROFR can also choose to sell some or all of their shares to the third party in the same transaction. This is the “Co-Sale Right.”