Common use of Company Right of First Refusal Clause in Contracts

Company Right of First Refusal. If the Employee proposes to sell, transfer or otherwise dispose of any Shares, or of any interest in such Shares, now or hereafter owned by the Employee, to any person, whether voluntarily or by operation of law, other than pursuant to Section 10(b)(i)(A), (B), (C)(y) or (D) of this Agreement, the Employee shall first provide written notice (the “Offer Notice”) to the Company, which notice must specify: (A) the name and address of the party to which the Employee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (B) the number of Shares the Employee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Employee is seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions of the proposed transaction, all of which must be bona fide. The Company shall have the option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Offer Notice (the “Company Option”). If the Company wishes to exercise such option, it must do so by giving written notice thereof to the Employee no later than twenty (20) days after the Offer Notice is given to the Company (the “Option Period”). The closing of such purchase shall take place at the offices of the Company on the date five (5) business days after the expiration of the Option Period. Notwithstanding the foregoing, if there is any dispute with respect to Fair Market Value (defined below) and the provisions of the following Section 10(b)(iv) are invoked, the closing shall take place, as applicable, five (5) business days after the determination of Fair Market Value in accordance with Section 10(b)(iv).

Company Right of First Refusal. If the Employee Optionee proposes to sell, transfer or otherwise dispose of any Shares, or of any interest in such Shares, now or hereafter owned by the EmployeeOptionee, to any person, whether voluntarily or by operation of law, other than pursuant to Section 10(b)(i)(A), (B), (C)(y) or (D) of this Agreement, the Employee Optionee shall first provide written notice (the “Offer Notice”) to the Company, which notice must specify: (A) the name and address of the party to which the Employee Optionee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (B) the number of Shares the Employee Optionee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Employee Optionee is seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions of the proposed transaction, all of which must be bona fide. The Company shall have the option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Offer Notice (the “Company Option”). If the Company wishes to exercise such option, it must do so by giving written notice thereof to the Employee Optionee no later than twenty (20) days after the Offer Notice is given to the Company (the “Option Period”). The closing of such purchase shall take place at the offices of the Company on the date five (5) business days after the expiration of the Option Period. Notwithstanding the foregoing, if there is any dispute with respect to Fair Market Value (defined below) and the provisions of the following Section 10(b)(iv) are invoked, the closing shall take place, as applicable, five (5) business days after the determination of Fair Market Value in accordance with Section 10(b)(iv).

Company Right of First Refusal. If Prior to making any sale or transfer ------------------------------ of Voting Stock of the Employee proposes to sell, transfer or otherwise dispose of any Shares, or of any interest in such Shares, now or hereafter owned by the Employee, to any person, whether voluntarily or by operation of law, other than Company pursuant to Section 10(b)(i)(A), (B), (C)(y10.2(a)(v) or (D) of this Agreementhereof, the Employee Investor shall first provide written give the Company the opportunity to purchase such Voting Stock in the following manner: (a) The Investor shall give notice (the “Offer "Transfer Notice”") to the Company, which notice must specify: (A) Company in writing of such intention specifying the name and address approximate number of the party proposed purchasers or transferees, the amount of Voting Stock proposed to which be sold or transferred, the Employee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares proposed price per share therefor (the “Offeror”), (B"Transfer Price") and the number of Shares the Employee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Employee is seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions of the upon which such disposition is proposed transaction, all of which must to be bona fide. made. (b) The Company shall have the option right, exercisable by written notice given by the Company to the Investor within sixty (60) days after receipt of such Transfer Notice, to purchase all or any part (and not less than all) of the Offered Shares Voting Stock specified in such Transfer Notice for the consideration cash per share and on equal to the terms and conditions specified in the Offer Notice Transfer Price. (the “Company Option”). c) If the Company wishes exercises its right of first refusal hereunder, the closing of the purchase of the Voting Stock with respect to exercise which such option, it must do so by giving written notice thereof to the Employee no later than twenty right has been exercised shall take place within thirty (2030) days after the Offer Notice is given Company gives written notice of such exercise, which period of time shall be extended in order to comply with applicable securities laws and regulations. Upon exercise of its right of first refusal, the Company and the Investor shall be legally obligated to consummate the purchase contemplated thereby and shall use commercially reasonable efforts to secure any approvals required in connection therewith. (the “Option Period”). The closing of such purchase shall take place at the offices of d) If the Company on does not exercise its right of first refusal hereunder within the date five time specified for such exercise, the Investor shall be free, during the period of ninety (590) business days after following the expiration of such time for exercise, to sell the Option Period. Notwithstanding Voting Stock specified in such Transfer Notice on terms no less favorable to the foregoing, if there is any dispute with respect to Fair Market Value (defined below) and Investor than the provisions of the following Section 10(b)(iv) are invoked, the closing shall take place, as applicable, five (5) business days after the determination of Fair Market Value terms specified in accordance with Section 10(b)(iv)such Transfer Notice.

Company Right of First Refusal. If In the Employee event, prior to a --------------------------------- Qualified Public Offering, a Purchaser proposes to sell, assign, transfer or otherwise dispose of any Shares, or of any interest in such Conversion Shares, now Warrants or hereafter owned by the Employee, to any person, whether voluntarily or by operation of law, Warrant Shares in a transaction other than (a) pursuant to Section 10(b)(i)(A)an effective registration statement under the Securities Act, including such as required under the Registration Rights Agreement, (B)b) to an Affiliate of such Purchaser, (C)(y) or (Dc) of this Agreementpursuant to Rule 144 under the Securities Act, the Employee then such Purchaser shall first provide give written notice (the “Offer "Sale Notice”") to the Company, which notice must specify: (A) the name and address of the party to which the Employee proposes to sell, transfer or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”), (B) the number of Shares the Employee proposes to sell, transfer or otherwise dispose of (the “Offered Shares”), (C) the consideration per share which the Employee is seeking for the proposed sale, transfer or disposition, and (D) all other material terms and conditions Company of the proposed transaction, all of describing in reasonable detail the price, amount, consideration, timing (which must shall not be bona fide. The Company shall have the option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Offer Notice (the “Company Option”). If the Company wishes to exercise such option, it must do so by giving written notice thereof to the Employee no later than twenty (20) days after the Offer Notice is given to the Company (the “Option Period”). The closing of such purchase shall take place at the offices of the Company on the date five (5) business days after the expiration of the Option Period. Notwithstanding the foregoing, if there is any dispute inconsistent with respect to Fair Market Value (defined below) and the provisions of the following Section 10(b)(iv) are invokedsentence), identification of the closing shall take placeproposed acquiror and other material terms of the proposed transaction, as applicableand offering the Company the opportunity, but not the obligation, to acquire all, but not part, of the Shares, Conversion Shares, Warrants or Warrant Shares under such terms. The Company may exercise its purchase right pursuant to the foregoing by providing a written notice to such effect to the relevant Purchaser within five (5) business days after Business Days from the determination giving of Fair Market Value the Sale Notice, and upon such notice the parties shall be bound to complete the transaction on the terms set forth in accordance the Sale Notice. If the Company declines to exercise its right pursuant to the foregoing, including by failing to deliver an exercise notice within the period provided above, such Purchaser may complete the transaction with Section 10(b)(iv)the proposed acquirer within the time and otherwise on the terms described in the Sale Notice.