Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

If the Company does not deliver a Company Notice within the Company ROFR Period, or if the Company Notice indicates that the Company elects to purchase fewer than all of the shares of Transfer Stock identified in the Proposed Transfer Notice, then the Company shall be deemed to have waived its right of first refusal with respect to the shares of Transfer Stock not so elected to be purchased, and such remaining shares of Transfer Stock shall thereupon become subject to the Investors' right of first refusal as set forth in Section 2

1, the closing of such purchase shall take place within thirty (30) days after the Company delivers the Company Notice, at such time and place as the Company and the Key Holder shall mutually agree, or if they are unable to agree, at the principal office of the Company

At the closing, the Key Holder shall deliver to the Company the certificate(s) representing the Transfer Stock being purchased (or, in the case of uncertificated shares, appropriate evidence of transfer in book-entry form), duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all liens, claims, and encumbrances (other than restrictions arising under this Agreement, applicable securities laws, and the Restated Certificate), and the Company shall deliver to the Key Holder the purchase price in the form of consideration specified in the Proposed Transfer Notice

Promptly following the expiration of the Company ROFR Period (and in any event within five (5) business days thereafter), the Company shall deliver a written notice (the "Secondary Notice") to each Investor and to the selling Key Holder, which Secondary Notice shall specify: (i) the number of shares of Transfer Stock the Company has elected to purchase pursuant to its right of first refusal under Section 2

2, the closing of such purchase(s) shall take place within thirty (30) days after the expiration of the Oversubscription Period (or, if no oversubscription rights are exercised, within thirty (30) days after the expiration of the Investor ROFR Period), at such time and place as the purchasing Investor(s) and the Key Holder shall mutually agree, or if they are unable to agree, at the principal office of the Company