RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT

This Right of First Refusal and Co-Sale Agreement (this “ Agreement ”) is made as of September 25, 2009 by and among hZo, Inc., a Delaware corporation (the “ Company ”) the individuals and entities listed on Exhibit A attached hereto (each, an “ Investor ,” and collectively, the “ Investors ”) and the individuals listed on Exhibit B attached hereto (each, a “ Key Holder ,” and collectively, the “ Key Holders ”).

WHEREAS :  The Investors are parties to the Series A Preferred Stock Purchase Agreement of event date herewith, among the Company and the Investors listed on the Schedule of Investors thereto (the “ Purchase Agreement ”) and it is a condition to the closing of the sale of the Series A Preferred Stock to the Investors that the Investors, the Key Holders and the Company execute and deliver this Agreement.

NOW, THEREFORE : In consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.   Certain Definitions

.  For purposes of this Agreement, the following terms have the following meanings:

A.   “ Common Stock ” means the common stock of the Company.

B.   “ Convertible Securities ” means all then outstanding options, warrants, rights, convertible notes, Preferred Stock or other securities of the Company directly or indirectly convertible into or exercisable for shares of Common Stock.

C.   “ Co-Sale Eligible Investor ” means each Eligible Investor who has not exercised its right in Sections 3(B) and/or 3(C) , as the case may be.

D.   “ days ” means calendar days; provided that if any day falls on a weekend or a federal holiday, the term “day” means the next business day.

E.   “ Eligible Investors ”   means Investors (other than the Seller) who or which, at the time in question, hold at least 1,000,000 (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) of the outstanding shares of Preferred Stock.

F.   “ Preferred Stock ” means the Series A Preferred Stock.

G.   Qualified Public Offering ” means a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act, covering the offer and sale of the Company’s Common Stock, in which gross proceeds to the Company in excess of $25,000,000.

H.    “ Rights of Co-Sale ” means the rights of co-sale provided to the Co-Sale Eligible Investors in Section 4 of this Agreement.

I.   “ Rights of First Refusal ” means the rights of first refusal provided to the Company and the Eligible Investors in Section 3 of this Agreement.

J.   “ Seller ” means any Key Holder proposing to Transfer Seller Shares.

K.   “ Seller Shares ” means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Key Holder.

L.   “ Series A Preferred Stock ” means all shares of the Series A Preferred Stock issued pursuant to the Purchase Agreement.

M.    “ Transfer , ” “ Transferring , ” “ Transferred , ” or words of similar import, mean and include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including but not limited to transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, except :

(1)   any transfer of Seller Shares by a Seller to Seller’s spouse, ex-spouse, domestic partner, lineal descendant or antecedent, brother or sister, the adopted child or adopted grandchild, or the spouse or domestic partner of any child, adopted child, grandchild or adopted grandchild of Seller, or to a trust or trusts or partnership or partnerships for the exclusive benefit (excepting residuary beneficiaries) of Seller or those members of Seller’s family specified in this Section 1(M)(1) or transfers of Seller Shares by Seller by devise or descent; provided, that, in all cases, the transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was Seller;

(2)   any bona fide gift to a tax exempt organization effected for tax planning purposes, provided , that the pledgee, transferee or donee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as was Seller;

(3)   up to an aggregate of 5% of Seller Shares held by Seller as of the date hereof; and

(4)   any repurchase of Seller Shares by the Company pursuant to agreements under which the Company has the option to repurchase such Seller Shares upon the occurrence of certain events, such as termination of employment, or in connection with the exercise by the Company of any rights of first refusal.

If Seller plans to make any of the above excepted transfers, then, prior to transferring its Seller Shares, Seller shall deliver to the Company a written notice stating: (i) Seller’s bona fide intention to make an excepted transfer of its Seller Shares; (ii) the name, address and phone number of each proposed transferee; (iii) the aggregate number of Seller Shares to be transferred to each proposed transferee; and (iv) the section in this agreement upon which Seller is relying in making an excepted transfer.

2.   Restrictions on Transfer .

A.   General .  Before a Seller may Transfer any Seller Shares, Seller must comply with the provisions of Section 2(B), Section 3, and Section 4.

B.   Notice of Proposed Transfer .  Prior to Seller Transferring any of its Seller Shares, Seller shall simultaneously deliver to the Company and the Eligible Investors a written notice (the “ Transfer Notice ”) in the form attached hereto as Exhibit C , stating: (i) Seller’s bona fide intention to sell or otherwise Transfer such Seller Shares; (ii) the name, address and phone number of each proposed purchaser or other transferee (“ Proposed Transferee ”); (iii) the aggregate number of Seller Shares proposed to be Transferred to each Proposed Transferee (the “ Offered Shares ”); (iv) the bona fide cash price or, in reasonable detail, other consideration for which Seller proposes to Transfer the Offered Shares (the “ Offered Price ”); and (v) each Eligible Investor’s right to exercise either its Right of First Refusal or its Right of Co-Sale (but not both rights) with respect to the Offered Shares.

3.   Right of First Refusal.

A.   Exercise by the Company

(1)   For a period of twenty (20) days (the “ Initial Exercise Period ”) after the last date on which the Transfer Notice is, pursuant to Section 8(A) hereof, deemed to have been delivered to the Company and all Eligible Investors, the Company shall have the right to purchase all or any part of the Offered Shares on the terms and conditions set forth in this Section 3.  In order to exercise its right hereunder, the Company must deliver written notice to Seller within the Initial Exercise Period.

(2)   Upon the earlier to occur of (a) the expiration of the Initial Exercise Period or (b) the time when Seller has received written confirmation from the Company regarding its exercise of its Right of First Refusal, the Company shall be deemed to have made its election with respect to the Offered Shares, and the shares for which the Eligible Investors may exercise their Rights of First Refusal (as described below) shall be correspondingly reduced, if appropriate.

B.   Initial Exercise by the Eligible Investors

(1)   Subject to the limitations of this Section 3(B) during the Initial Exercise Period the Eligible Investors shall have the right to purchase in the aggregate all but not less than all of the Offered Shares not purchased by the Company pursuant to Section 3(A) above (the “ Remaining Shares ”) on the terms and conditions set forth in this Section 3 .  In order to exercise its rights hereunder, such Eligible Investor must provide written notice delivered to Seller within the Initial Exercise Period.

(2)   To the extent the aggregate number of shares that the Eligible Investors desire to purchase (as evidenced in the written notices delivered to Seller) exceeds the Remaining Shares, each Eligible Investor so exercising will be entitled to purchase its pro rata share of the Remaining Shares, which shall be equal to that number of the Remaining Shares equal to the product obtained by multiplying (x) the number of Remaining Shares by (y) a fraction, (i) the numerator of which shall be the number of shares of Common Stock (assuming conversion of all Preferred Stock and Convertible Securities into Common Stock) held by such Eligible Investor on the date of the Transfer Notice and (ii) the denominator of which shall be the number of shares of Common Stock (assuming conversion of all Preferred Stock and Convertible Securities into Common Stock) held on the date of the Transfer Notice by all Eligible Investors exercising their Rights of First Refusal (“ Pro Rata ROFR Share ”), recursively allocated to participating Eligible Investors to the extent of any unsubscribed shares.

C.   Within five (5) days after the expiration of the Initial Exercise Period, Seller will give written notice to the Company and each Eligible Investor specifying the number of Offered Shares to be purchased by the Company and each Eligible Investor exercising its Right of First Refusal (the “ ROFR   Confirmation Notice ”).  The ROFR Confirmation Notice shall also specify the number of Offered Shares not purchased by the Company or the Eligible Investors, if any, pursuant to Sections 3(A) and 3(B) hereof.

D.   P urchase Price .  The purchase price for the Offered Shares to be purchased by the Company or by an Eligible Investor exercising its Right of First Refusal under this Agreement will be the Offered Price, and will be payable as set forth in Section 3(E) hereof.  If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company in good faith, which determination will be binding upon the Company, each Eligible Investor and Seller, absent fraud or error.

E.   Closing; Payment .  Subject to compliance with applicable state and federal securities laws, the Company and the Eligible Investors exercising their Rights of First Refusal shall effect the purchase of all the Offered Shares, including the payment of the purchase price, within ten (10) days after the later of (i) delivery of the ROFR Confirmation Notice, and (ii) Delivery of the Co-Sale Confirmation Notice (as defined in Section 4(A)(3) below) (the “ Right of First Refusal   Closing ”).  If the Company and the Eligible Investors, individually or collectively, do not timely elect to purchase all of the Offered Shares pursuant to this Section 3 , then, after compliance with Section 4 and the other terms of this Agreement, Seller may Transfer the Offered Shares to the purchaser or other transferee named in the Transfer Notice for the consideration and on the other terms set forth in the Transfer Notice and not otherwise.  Payment of the purchase price will be made, at the option of the party exercising its Right of First Refusal, (i) in cash (by check), (ii) by wire transfer or (iii) by cancellation of all or a portion of any outstanding indebtedness of Seller to the Company or the Eligible Investor, as the case may be, or (iv) by any combination of the foregoing.  At such Right of First Refusal Closing, Seller shall deliver to each of the Company and the Eligible Investors exercising their Rights of First Refusal, one or more certificates, properly endorsed for transfer, representing such Offered Shares so purchased.

F.   Exclusion from Right of First Refusal .  This Right of First Refusal shall not apply with respect to capital stock sold or to be sold by the Co-Sale Eligible Investors pursuant to the Right of Co-Sale set forth in Section 4 below.

4.   Right of Co-Sale .

A.   Exercise by the Eligible Investors .

(1)   Subject to the limitations of this Section 4 , to the extent that the Company and the Eligible Investors do not exercise their respective Rights of First Refusal with respect to all of the Offered Shares or the Remaining Shares, as applicable, pursuant to Section 3 hereof, then, each Eligible Investor who has not exercised its Right of First Refusal pursuant to Section 3(B) or 3(C) (a “ Co-Sale Eligible Investor ”) shall have the right to participate in such sale of the Offered Shares which are not being purchased by the Company or the Eligible Investors pursuant to their respective Rights of First Refusal (“ Residual Shares ”) on the same terms and conditions as specified in the Transfer Notice.  To exercise its rights hereunder, each Co-Sale Eligible Investor (a “ Selling Investor ”) must have provided a written notice to Seller within the Initial Exercise Period indicating the number of shares it holds that it wishes to sell pursuant to this Section 4(A) .

(2)   If the aggregate number of shares that the Selling Investors desire to sell (as evidenced by written notices delivered to Seller) exceeds the number of Residual Shares, each Selling Investor will be entitled to sell up to its pro rata share of the Residual Shares which shall be equal to that number of Residual Shares equal to the product obtained by multiplying (x) the number of Residual Shares by (y) a fraction, (i) the numerator of which shall be the number of shares of Common Stock (assuming conversion of all Preferred Stock and