Common use of Company’s Right of First Refusal Clause in Contracts

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a).

Company’s Right of First Refusal. In (a) The Stock acquired pursuant to the event that exercise of this Option may be sold by the Optionee (or any Permitted Transferee holding Issued Shares subject to Grantee only in compliance with the provisions of this Section 8(c)6. Prior to any intended sale, the Grantee shall first give written notice (the “Offer Notice”) desires to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer all or any part such Stock, (ii) the name and address of the Issued Sharesproposed purchaser(s), the Optionee (or Permitted Transfereeiii) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which shares of Stock the Optionee (or Permitted Transferee) Grantee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and the (v) all other material terms at which the proposed sale is to be made and the name and address conditions of the proposed transfereesale. At any time within 30 Within thirty (30) days after the receipt of such notice by the CompanyOffer Notice, the Company or its assigns nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified conditions set forth in the notice. The Company or its assigns shall exercise this right Offer Notice by mailing or delivering delivery of written notice (the “Acceptance Notice”) to the Optionee (or Permitted Transferee) within Grantee specifying the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company number of the initial notice from the Optionee (or Permitted Transferee). In the event Offered Shares that the Company or its assigns nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Grantee, the Company and/or its nominee(s) shall deliver to the Grantee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 6, against delivery by the Grantee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to exercise such purchase right, or in all of the event that the Company or its assigns do not pay the full purchase price within such 45-day periodOffered Shares, the Optionee (or Permitted Transferee) may, within 60 days thereafter, Grantee shall be entitled to sell the balance of the Offered Shares to the proposed transferee and purchaser(s) named in the Offer Notice at the same price specified in the Offer Notice or at a higher price and on the same terms as specified and conditions set forth in the Optionee’s Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (or Permitted Transferee’s60) noticedays from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 6. Any transferee of the Offered Shares purchased by such proposed transferee pursuant to this Section 6 shall no longer be hold the Offered Shares subject to the terms and conditions of this AgreementOption Agreement and no further transfer of the Offered Shares may be made without complying with the provisions of this Section 6. Any Shares not sold The Company may assign its rights under this Section 6 without the consent of the Grantee. (b) Notwithstanding the forgoing, the Grantee may transfer all or any portion of the Stock to a trust established for the sole benefit of the Grantee and/or his or her spouse or children without such transfer being subject to the proposed transferee right of first refusal set forth in this Section 6, provided that the Stock so transferred shall remain subject to the terms and conditions of this Agreement. Option Agreement and no further transfer of such Stock may be made without complying with the provisions of this Section 6. (c) Notwithstanding the foregoingforegoing and anything contained herein to the contrary, the restrictions under Company’s right of first refusal pursuant to this Section 8(c) 6 shall terminate in accordance with Section 12(a)expire upon the occurrence of an initial public offering for the Stock.

Company’s Right of First Refusal. In (a) If, at any time, Optionee has exercised the event Option and purchased Shares (the “Option Shares”), Optionee agrees that the if Optionee (thereafter intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Option Shares, the Optionee (or Permitted Transferee) will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Optionee and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Optionee and Optionee intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Option Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Option Shares. The Board will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or its assigns may elect will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase all or any portion of the Offered such Option Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice pursuant to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee)Required Offer. In the event that the Company or does not exercise its assigns do not elect rights as set forth in this Section, Optionee will be free to exercise transfer such purchase right, or Option Shares under the terms and conditions stated in the event Notice; provided, however, that the Company or its assigns do if such transfer does not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, take place within 60 days thereafter, sell following the Offered Shares delivery of the Notice to the proposed transferee and at Company, the same price and on terms of this Section must once again be followed prior to the same terms as specified in transfer of the Optionee’s (or Permitted Transferee’s) noticeOption Shares. Any Option Shares purchased by such proposed transferee shall no longer that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the terms right of first refusal set forth in this Section subsequent to any such transfer. If at any time a proposed transfer by Optionee applies to less than all of the Option Shares of Optionee, the right of first refusal in this Agreement granted to the Company will remain in full force and effect as to the remainder of such Option Shares, regardless of whether it is exercised with respect to such initial portion. Optionee may not pledge or otherwise encumber any of the Option Shares without the written consent of the Company. (b) The right of first refusal stated in this Agreement will survive the termination of this Agreement. Any The Company also has the right to assign the right of first refusal stated in this Agreement. The right of first refusal stated in this Agreement will not apply to transfers of Option Shares not sold pursuant to the proposed transferee shall remain laws of descent and distribution; provided, however, that any such Option Shares will be subject to the right of first refusal set forth in this Section subsequent to any such transfer. The right of first refusal stated in this Agreement will not apply to the exchange of Option Shares pursuant to a plan of merger, consolidation, recapitalization, or reorganization of the Company, but any stock, securities, or other property received in exchange therefor will be subject to the right of first refusal set forth in this Agreement; provided, however, that any such stock or securities received in any such merger, consolidation, recapitalization, or reorganization will not be subject to the right of first refusal set forth in this Section if the stock or securities received in such merger, consolidation, recapitalization, or reorganization are registered under the 1934 Act. A dissolution or liquidation of the Company will not trigger the right of first refusal set forth in this Agreement; provided, however, that a dissolution or a liquidation of the Company within one year following the sale of all or substantially all of the assets of the Company in exchange for stock or securities will be considered a reorganization of the Company. The right of first refusal set forth in this Section will terminate on the date upon which the Company (or a successor to the Company) first becomes publicly held. For purposes of this Agreement, the Company (or a successor to the Company) will be considered “publicly held” if the securities that are of the same class as the Shares (or the securities for which the Shares are exchanged as described in this Section or pursuant to this Agreement) will be registered under Section 12 of the 1934 Act. Notwithstanding the foregoingNonstatutory Stock Option Agreement (Heart Test Laboratories, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(aInc.).

Company’s Right of First Refusal. Except as expressly provided in this Agreement, no Optionee or any Permitted Transferee may sell or otherwise transfer all or any part of the Issued Shares prior to the termination of the Optionee’s employment. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) at any time after but not prior to termination of the Optionee’s employment desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion all, but not less than all, of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), such election shall constitute a valid, binding and enforceable agreement for the sale and purchase of the Offered Shares, and the closing for such purchase shall, in any event, take place within 45 60 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 4560-day period, the Optionee (or Permitted Transferee) may, within 60 90 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a14(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s 's (or Permitted Transferee’s's) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “"Offered Shares”"), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s 's (or Permitted Transferee’s's) notice. Any Shares purchased by such proposed transferee shall no longer be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 8, 9, 10, 11 and 12 below to the same extent as if the Optionee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a13(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 8, 9, 10, 11 and 12 below to the same extent as if the Optionee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a13(a).

Company’s Right of First Refusal. In The Company shall have an option for a period of fifteen (15) days from the event that date the Optionee (or any Permitted Transferee holding Issued Shares subject Transfer Notice is given to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the same price and on subject to the same material terms offered by the proposed transferee and specified conditions as described in the noticeTransfer Notice (or terms and conditions as similar as reasonably possible). The Company may exercise such purchase option and, thereby, purchase all (or its assigns shall exercise this right any portion of) the Offered Shares by mailing or delivering written notice notifying the Transferring Founder in writing before expiration of such fifteen (15) day period as to the Optionee (or Permitted Transferee) within the foregoing 30-day periodnumber of such shares that it wishes to purchase. If the Company gives the Transferring Founder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or its assigns elect to exercise its purchase rights under this Section 8(c)wire transfer, the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company against delivery of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to be purchased at a place agreed upon between the proposed transferee parties and at the same price and on time of the same terms as specified scheduled closing therefor, which shall be no later than the later of (i) thirty (30) days after the date the Transfer Notice is given or (ii) the date contemplated in the Optionee’s Transfer Notice for the closing with the prospective third party transferee(s). If the Company fails to purchase all of the Offered Shares by exercising the option granted in this Section 2(a)(i) within the period provided, the Company shall so notify each Investor (or Permitted Transferee’sthe “Additional Transfer Notice”) notice. Any and the Offered Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold options granted to the proposed transferee shall remain subject Investors pursuant to this Agreement. Notwithstanding The Additional Transfer Notice shall include all of the foregoing, information and certifications required in a Transfer Notice and shall additionally identify the restrictions under this Section 8(cOffered Shares that the Company has declined to purchase (the “Remaining Shares”) shall terminate in accordance and briefly describe the Investors’ rights of first refusal and co-sale rights with Section 12(a)respect to the proposed Transfer.

Company’s Right of First Refusal. In (a) The Optionee (a PROPOSED SELLER) shall be permitted to transfer, assign, or sell any Option Shares in an arm's length transaction (a PROPOSED TRANSFER); PROVIDED, HOWEVER, the event Optionee shall first offer to sell such Option Shares to the Company under the procedure described in paragraphs (b) and (c) of this Section 6.2. (b) Prior to consummating any Proposed Transfer, the Proposed Seller shall first notify the Company in writing that the Optionee Proposed Seller has received a bona fide written offer to purchase Option Shares (or any Permitted Transferee holding Issued a PURCHASE OFFER) and shall offer to sell to the Company all Option Shares subject to this Section 8(c)the Purchase Offer upon the terms and conditions (including credit terms, if any) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make set forth in such transferPurchase Offer. Such notice (the OFFER NOTICE) shall state set forth: (A) the number of Issued Option Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and transferred, (B) the name and address of the Proposed Seller and the proposed transfereepurchaser (the PROPOSED PURCHASER) and (C) the proposed amount of consideration and all other applicable terms and conditions as set forth in, and shall be accompanied by a copy of, the Purchase Offer. (i) The Company shall have the option for a period of fifteen (15) days following the Company's receipt of the Offer Notice to agree to purchase all of the Option Shares subject to the Purchase Offer, upon the terms and conditions specified therein. (ii) In the event the Company agrees to purchase Option Shares pursuant to and in accordance with this Section 6.2, such purchase shall occur at the principal office of the Company ten (10) days following the expiration of the fifteen (15) day period specified in subparagraph (i) of this paragraph (c). At In no event shall the Proposed Seller be required to transfer any Option Shares to the Company pursuant to this Section 6.2 unless the Company purchases all of the Option Shares subject to the Purchase Offer on the terms and at the price stated therein and within the time within 30 periods specified herein. (d) In the event the Company does not agree to purchase all of the Option Shares offered to the Company by a Proposed Seller pursuant to this Section 6.2, then the Proposed Seller shall have the right for a period of thirty (30) days after the receipt termination of the Company's right to purchase such Option Shares (or after waiver by the Company of its option to purchase such Option Shares) to transfer to the Proposed Purchaser all, but not less than all, of such notice by Option Shares in the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price manner and on the terms offered by the proposed transferee and conditions specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c)Purchase Offer; PROVIDED, HOWEVER, the closing for such purchase shall, Proposed Purchaser shall agree in any event, take place within 45 days after writing to be bound by this Agreement or the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)Plan.

Company’s Right of First Refusal. In (a) Prior to the event that the Optionee (Initial Public Offering, if Aegis or any Permitted Transferee holding Issued Shares subject of its Affiliates (“Aegis Offeror”) wish to this Section 8(c)) desires to sell or otherwise transfer all or any part of its shares in the Issued Company (the “Aegis Offered Shares”) and has received a bona fide offer from the proposed transferee, the Optionee (or Permitted Transferee) first shall give Aegis Offeror will deliver a written notice (the “Aegis Intention Notice”) to the Company of the Optionee’s (or Permitted Transferee’s) its intention to make such transfer. Such notice , together with a copy of the offer, and the Company shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell have an option (the “Offered SharesCompany Purchase Option”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect ) to purchase all or any portion of the Aegis Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms and conditions as specified the offer. The Company may exercise the Company Purchase Option by giving written notice to the Aegis Offeror of its intention to purchase the Aegis Offered Shares and stating the number of the Aegis Offered Shares the Company would purchase (the “Company Purchased Shares”) within thirty (30) days after receipt of the Aegis Intention Notice (the “Company Purchase Option Exercise Period”). The failure of the Company to respond within the Company Purchase Option Exercise Period shall be deemed to be an irrevocable waiver of the Company Purchase Option in respect of such Aegis Intention Notice but without prejudice to the rights and obligations of Aegis and the Company under this Section 12.12 regarding any future Aegis Intention Notice and Company Purchase Option. (b) In the event of the Company exercising the Company Purchase Option, the sale and purchase of the Company Purchased Shares will be completed at the office of K&L Gates in Hong Kong or such other place as the Aegis Offeror and the Company may agree within (30) days after the Company has given the notice to the Aegis Offeror according to Section 12.12(a) whereupon, against the payment by the Company of the consideration mentioned in the Optionee’s (Aegis Intention Notice, Aegis will deliver or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer cause to be subject delivered to the terms Company: (i) duly executed instruments of this Agreement. Any transfer and sold notes (if applicable) in respect of the Company Purchased Shares in favour of the Company or its nominee together with definitive share certificates thereof in the names of the relevant transferor; and (ii) half (½) share of any stamp duty or transfer duty payable on the sale and purchase of the Company Purchased Shares. (c) If the Company Purchase Option is not sold exercised during the Company Purchase Option Exercise Period, the Aegis Offeror may sell the Aegis Offered Shares to the proposed transferee at a price not less than, and on terms no more favourable than, that communicated in the Aegis Intention Notice, provided that the transfer must be completed within thirty (30) days after the expiration of the Aegis Purchase Option Exercise Period. (d) This Section 12.12 shall remain subject not apply to the transfer of any Share by Aegis or their Affiliates to their respective Affiliates. (e) In the event of the Company exercising the Company Purchase Option, where applicable, each of the Company and Aegis shall be liable for its own share of the Tax (other than stamp duty) in relation to the transfer of the Aegis Offered Shares pursuant to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)12.12.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a13(a).

Company’s Right of First Refusal. In (a) Except for the event Company’s Repurchase Option set forth in Section 2.2, Founder shall not transfer any Unvested Shares. Founder agrees that the Optionee (if Founder intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) Founder will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Founder and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Founder and Founder intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Vested Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Vested Shares. The board of directors of the Company will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase of such Vested Shares pursuant to such Required Offer. In the event the Company does not exercise its assigns may elect rights as set forth in this Section, Founder will be free to purchase all or any portion transfer such Vested Shares under the terms and conditions stated in the Notice; provided, however, that if such transfer does not take place within 60 days following the delivery of the Offered Shares at Notice to the price and on Company, the terms offered of this Section must once again be followed prior to the transfer of the Vested Shares. Any Vested Shares that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the right of first refusal set forth in this Section subsequent to any such transfer. If at any time a proposed transfer by Founder applies to less than all of the proposed transferee Vested Shares of Founder, the right of first refusal granted in this Agreement to the Company will remain in full force and specified effect as to the remainder of such Vested Shares, regardless of whether it is exercised with respect to such initial portion. Founder may not pledge or otherwise encumber any of the Vested Shares without the written consent of the Company. (b) The right of first refusal stated in this Agreement will survive the noticetermination of this Agreement. The Company or its assigns shall exercise also has the right to assign the right of first refusal stated in this Agreement. The right by mailing or delivering written notice of first refusal stated in this Agreement will not apply to transfers of Vested Shares pursuant to the Optionee (laws of descent and distribution; provided, however, that any such Vested Shares will be subject to the right of first refusal set forth in this Section subsequent to any such transfer. The right of first refusal stated in this Agreement will not apply to the exchange of Vested Shares pursuant to a plan of merger, consolidation, recapitalization, or Permitted Transferee) within reorganization of the foregoing 30-day periodCompany, but any stock, securities or other property received in exchange therefor will be subject to the right of first refusal set forth in this Agreement; provided, however, that any such stock or securities received in any such merger, consolidation, recapitalization, or reorganization will not be subject to the right of first refusal set forth in this Section if the stock or securities received in such merger, consolidation, recapitalization, or reorganization are registered under the Securities Exchange Act of 1934. If A dissolution or liquidation of the Company will not trigger the right of first refusal set forth in this Agreement; provided, however, that a dissolution or its assigns elect to exercise its purchase rights under a liquidation of the Company within one year following the sale of all or substantially all of the assets of the Company in exchange for stock or securities will be considered a reorganization of the Company. The right of first refusal set forth in this Section 8(c), will terminate upon the closing for such purchase shall, in any event, take place within 45 days after the receipt consummation by the Company of a public offering of Common Stock pursuant to an effective registration statement under the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)Act.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s 's (or Permitted Transferee’s's) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “"Offered Shares”"), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 10 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 3010-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s 's (or Permitted Transferee’s's) notice; provided, that after the expiration of such 60-day period, any proposed transfer must comply with all of the provisions of this Section 8(c). Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate upon the closing of the Company's Initial Public Offering or upon consummation of any Sale Event, in accordance with either case as a result of which shares of the Company (or successor entity) of the same class as the Issued Shares are registered under Section 12(a)12 of the Exchange Act and publicly traded on NASDAQ/NMS or any national securities exchange.

Company’s Right of First Refusal. In Except as otherwise specified by the event that Board, so long as the Optionee (or any Permitted Transferee holding Issued Shares Common Stock is not publicly traded, the Common Stock issued pursuant to the exercise of an Option and the grant of Restricted Stock shall be subject to this Section 8(c)) desires a right of first refusal pursuant to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first which a Participant shall give be required to provide written notice to the Company of the Optionee’s (or Permitted Transferee’s) Participant's intention to make such transfer. Such notice shall state the number dispose of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of such Common Stock. The written notice shall contain information regarding the Offered Shares identity of the proposed purchaser or purchasers (the "Proposed Purchaser(s)"), the number of shares of Common Stock subject to the proposed transaction, the proposed price and terms of sale and the proposed closing date of such sale. For a period of thirty (30) days after the receipt by the Company of the written notice specified above, the Company shall have a right of first refusal to purchase the Common Stock subject to the proposed disposition at the price and on the terms offered by the proposed transferee and specified in the noticeProposed Purchaser(s). The Company or must exercise its assigns shall exercise this right to purchase by mailing or delivering giving written notice to the Optionee (or Permitted TransfereeParticipant and to the Proposed Purchaser(s) within thirty (30) days following receipt of the foregoing 30-day periodnotice, which notice shall specify the number of shares of Common Stock the Company intends to purchase. If the Company or its assigns elect to does not exercise its purchase rights under this Section 8(cright within the time period provided herein with respect to all of the offered Common Stock, the Participant shall be free for a period of thirty (30) days thereafter to sell such shares to the Proposed Purchaser(s), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms and conditions as specified set forth in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased If the Participant shall not, within such thirty (30) day, period, consummate the sale with the Proposed Purchaser(s), any subsequent sale by such proposed transferee shall no longer be subject the Participant to the Proposed Purchaser(s) or to any other purchaser on the same or other terms and conditions must comply again with the provisions of this Agreement. Any Shares not sold to Section 11.02 of the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)Plan.

Company’s Right of First Refusal. In the event that the Optionee Grantee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c4(c)) desires to sell or otherwise transfer all or any part of the Issued SharesShares (other than to a Permitted Transferee), the Optionee Grantee (or Permitted Transferee) first shall give written notice to the Company of the OptioneeGrantee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee Grantee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee Grantee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c4(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee Grantee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee Grantee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the OptioneeGrantee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c4(c) shall terminate in accordance with Section 12(a10(b).

Company’s Right of First Refusal. In The Company shall have the event that the Optionee right of first refusal, as hereinafter provided, with respect to any proposed transfer of Shares. (or any Permitted Transferee holding Issued Shares subject a) Stockholder shall, 60 days prior to this Section 8(c)) desires to sell or otherwise a proposed transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give deliver written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state stating the number of Issued Shares which shares and the Optionee (or Permitted Transferee) proposes interest therein proposed to sell be transferred (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transfereetransferee(s) and the manner, time, terms and conditions of the proposed transfer. At any time within 30 The Company shall, for a period of 60 days after the receipt of following such notice by the Companynotice, the Company or its assigns may elect have an irrevocable option to purchase all or any portion part of the Offered Shares at in accordance with the price manner, time, terms and on the terms offered by the proposed transferee and conditions specified in the notice. notice of proposed transfer. (b) The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns may elect to exercise its option to purchase rights under this Section 8(c)all or part of the Offered Shares by giving written notice to Stockholder of such intention within the 60 day period following the Company’s receipt of Stockholder’s notice of proposed transfer. Upon receipt of such notice, Stockholder shall be bound to transfer the closing for Offered Shares subject to such purchase shallnotice to the Company, free and clear of all liens and encumbrances, and in any event, take place within 45 days after accordance with the receipt by terms set forth in the notice of proposed transfer. (c) If the Company elects not to exercise its option to purchase all of the initial notice from Offered Shares during the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 4560-day period, the Optionee (or Permitted Transferee) Stockholder may, within 30 days of the last day of such 60 days thereafterday period, sell transfer to the proposed transferee(s) the part of the Offered Shares that the Company elected not to purchase, but only in accordance with the terms set forth in the notice of proposed transfer. Notwithstanding any provision herein to the proposed transferee and at contrary, all Shares transferred to such transferees in accordance with the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms provisions of this Agreement. Any Shares not sold to the proposed transferee section shall remain subject to the provisions and restrictions of this AgreementAgreement and all such transferees shall execute and deliver to the Company a Statement of Acceptance as provided above. If Stockholder does not make the transfer to the proposed transferee(s) within the 30-day period provided in this section, Stockholder shall be required again to comply with the provisions of this Agreement before Stockholder may make any subsequent transfer of any part of the Offered Shares or of any other Shares. (d) Notwithstanding any provision herein to the foregoingcontrary, if the notice of proposed transfer specifies a consideration in other than United States money, the restrictions under this Section 8(cCompany shall have the right to acquire the Offered Shares for the United States money equivalent of the specified consideration. If the notice of proposed transfer specifies any other manner, time, term or condition that cannot be complied with without unreasonable effort, the Company shall have the right to acquire the Offered Shares by complying with the reasonable equivalent of the specified manner, time, terms or conditions. (e) If the notice of proposed transfer specifies that the Offered Shares are to be transferred without full consideration as a gift, the Company shall terminate in accordance with Section 12(a)have the right to acquire the Offered Shares at a price per share equal to their then current value as determined below. The manner and time at which the purchase and sale of the Offered Shares shall take place shall be determined below.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) Shareholder desires to sell or otherwise transfer Transfer all or any part of the Issued its Shares to any party other than a Permitted Transferee, and receives a bona fide offer from any Person to purchase all or part of its Shares, such Shareholder (the Optionee (or Permitted Transferee"Selling Shareholder") first shall give written notice deliver an Offer to the Company of Company, which shall set forth all relevant information regarding such proposed Transfer, including but not limited to, (a) the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name identity and address of the proposed transfereeTransferee, (b) the number of Offered Shares, (c) the form and amount of consideration to be paid for such Offered Shares, (d) all other terms and conditions of such proposed Transfer, including representations and warranties to be given to the proposed Transferee and similar provisions, and (e) if such an agreement has been prepared, the form of agreement pursuant to which such Transfer is to be made, together with all ancillary documents referred to in such agreement. At any time within 30 The Company shall have fifteen (15) days after such Offer is deemed delivered (the receipt "Company Right of such notice by the Company, the Company or its assigns may elect First Refusal Period") to purchase accept Transfer of all or any portion of the Offered Shares at the purchase price or for the consideration (subject to Section 3.4), and on upon all of the terms offered by the proposed transferee and specified conditions, set forth in the notice. The Company or its assigns shall exercise this right Offer by mailing or delivering giving written notice of acceptance to the Optionee (or Permitted Transferee) Selling Shareholder within the foregoing 30-day period. If the such Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company Right of the initial notice from the Optionee (or Permitted Transferee)First Refusal Period. In the event that the proposed consideration is or includes Other Non-Cash Consideration, such acceptance by the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to Section 3.4, and the terms Company Right of this AgreementFirst Refusal Period shall not be deemed to have commenced until the Cash Equivalent value of such Other Non-Cash Consideration has been determined as provided in Section 3.4. Any Shares not sold Failure of the Company to give written notice of acceptance to the proposed transferee Selling Shareholder within the Company Right of First Refusal Period shall remain be deemed a rejection of the Offer. In the event the Company elects to accept Transfer of all of the Offered Shares, the Company shall pay the Selling Shareholder the purchase price or the Cash Equivalent thereof within ninety (90) days after the effective date of the acceptance notice unless otherwise agreed to by the Selling Shareholder and the Company. The Company's right to purchase Shares is subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate governing the right of a corporation to purchase its own shares set forth in accordance with Section 12(a)Sections 500 et seq. of the Code, and such other pertinent governmental or legal restrictions as are now or may hereafter become effective.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a14(a).

Company’s Right of First Refusal. In If a Management Investor or his -------------------------------- or her Permitted Transferees proposes to sell any or all of such Management Investor's or Permitted Transferee's Securities to a third party in a bona fide transaction, and provided such transaction is permitted under any applicable restrictions set forth in Sections 4.5 and 7.1 herein, the event that Management Investor, or his Permitted Transferees, may not Transfer such Securities without first offering to sell such Securities to the Optionee (or any Permitted Transferee holding Issued Shares subject Company pursuant to this Section 8(c)) desires to sell 7.3. The Management Investor, or otherwise transfer all or any part of the Issued Shareshis Permitted Transferees, the Optionee (or Permitted Transferee) first shall give deliver a written notice (a "Sale Notice") to the Company describing in reasonable detail ----------- the Securities being offered, the name of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”)offeree, the purchase price requested and the all other material terms at which the proposed sale is to be made and the name and address of the proposed transfereeTransfer. At any time within 30 days after the Upon receipt of such notice by the Sale Notice, the Company, or a designee selected by a majority of the Company or its assigns may elect directors appointed by Vectura pursuant to Section 6.2, shall have the right and option to purchase all or any portion of the Offered Shares Securities being offered at the price and on the terms offered by of the proposed transferee and specified Transfer set forth in the noticeSale Notice. The Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor, or its assigns shall exercise this right by mailing his Permitted Transferees, whether or delivering written notice not it wishes to purchase any or all of the Optionee (or Permitted Transferee) within the foregoing 30-day periodoffered Securities. If the Company or its assigns elect elects to exercise its purchase rights under this Section 8(c)any of the offered Securities, the closing for of the purchase and sale of such purchase shall, in any event, take Securities shall be held at the place within 45 days after and on the receipt date established by the Company of in its notice to the initial notice Management Investor, or his Permitted Transferees, in response to the Sale Notice, which in no event shall be less than ten or more than 60 days from the Optionee (or Permitted Transferee)date of such notice. In the event that the Company or its assigns do does not elect to exercise such purchase rightall the offered Securities, the Management Investor, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day periodhis Permitted Transferees, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares subject to the proposed transferee and at other provisions of this Agreement, Transfer the same price and on remaining offered Securities to the same terms as offeree specified in the Optionee’s (or Permitted Transferee’sSale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferee(s) noticethereof than specified in the Sale Notice during the 180-day period immediately following the last date on which the Company could have elected to purchase the offered Securities. Any Shares purchased by such proposed transferee shall no longer Securities not transferred within such 180-day period will be subject to the terms provisions of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)7.3 upon subsequent Transfer.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s 's (or Permitted Transferee’s's) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”"OFFERED SHARES"), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 thirty (30) days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 forty-five (45) days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 sixty (60) days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s 's (or Permitted Transferee’s's) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a).

Company’s Right of First Refusal. In So long as the Company has not consummated a Public Offering, in the event that that, on or prior to the Optionee fifth anniversary of the Closing Date, (i) a Management Investor is no longer employed by the Company and (ii) the Management Investor or his heirs, executors, administrators, transferees, successors or assigns (including the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) thereafter proposes to sell any Permitted Transferee holding Issued Shares subject or all of his or her shares of Incentive Securities to a third party in a bona fide transaction, the Management Investor may not Transfer such shares of Common Stock without first offering to sell such shares of Common Stock to the Company pursuant to this Section 8(c6.3(b)) desires . With respect to sell or otherwise transfer all or any part Management Investor's Incentive Securities, the terms of the Issued Shares, right of first refusal granted in this Section 6.3(b) shall only apply in the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, event the Company or its assigns may elect designee has declined to exercise its Purchase Option with respect to such Incentive Securities as provided in Section 6.3(a). The Management Investor shall deliver a written notice (a "Sale Notice") to the Company describing in reasonable detail the shares of Common Stock being offered, the name of the offeree, the purchase price requested and all other material terms of the proposed Transfer. Upon receipt of the Sale Notice, the Company, or a designee selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all or any portion of the Offered Shares shares of Common Stock being offered at the price and on the terms offered by of the proposed transferee and specified Transfer set forth in the noticeSale Notice. The Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor whether or its assigns shall exercise this right by mailing not it wishes to purchase any or delivering written notice to all of the Optionee (or Permitted Transferee) within the foregoing 30-day periodoffered shares of Common Stock. If the Company or its assigns elect elects to exercise its purchase rights under this Section 8(c)any of the offered shares of Common Stock, the closing for of the purchase and sale of such purchase shall, in any event, take shares of Common Stock shall be held at the place within 45 days after and on the receipt date established by the Company of in its notice to the initial notice Management Investor in response to the Sale Notice, which in no event shall be less than 10 or more than 60 days from the Optionee (or Permitted Transferee)date of such notice. In the event that the Company or its assigns do does not elect to exercise such purchase right, or in all the event that the Company or its assigns do not pay the full purchase price within such 45-day periodoffered shares of Common Stock, the Optionee (or Permitted Transferee) Management Investor may, within 60 days thereafter, sell the Offered Shares subject to the proposed transferee and at other provisions of this Agreement, Transfer the same price and on remaining offered shares of Common Stock to the same terms as offeree specified in the Optionee’s (or Permitted Transferee’s) noticeSale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferees thereof than specified in the Sale Notice during the 180-day period immediately following the last date on which the Company could have elected to purchase the offered shares of Common Stock. Any Shares purchased by such proposed transferee shall no longer shares of Common Stock not transferred within such 180 day period will be subject to the terms provisions of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c6.3(b) shall terminate in accordance with Section 12(a)upon subsequent Transfer.

Company’s Right of First Refusal. 6.1. The Company's Right of First Refusal. Other than as permitted in Section 6.2, in the event that Executive (or any Designated Beneficiary) desires to sell or transfer any shares of Common Stock, whether or not pursuant to exercise of the registration rights under Section 2.4(g), in any transaction during the period that commences on the expiration date hereof or other termination date of Executive's employment hereunder and which ends twenty-four (24) months after such termination date or expiration date, Executive (or any of his Designated Beneficiaries, as the case may be) shall first deliver a notice in writing (the "Notice") to the Company which shall specify (i) the number of shares of Common Stock which the Executive or such Designated Beneficiary desires to sell or transfer, the name(s) of the proposed purchasers or transferees (except in the case of a request for registration pursuant to Section 2.4(g)), (ii) the price per share (the "Transfer Price") at which the Executive or such Designated Beneficiary proposes to sell or transfer the shares to a third party pursuant to a bona fide offer, (iii) whether such price represents a control premium price ("Control Premium Price") and (iv) the other material terms upon which such sale or transfer is proposed to be made. The Company shall have the right to purchase all (but not less than all) of such shares at the fair market value thereof (determined as provided in Section 4.3(k) hereof) on the date of Executive's (or the Designated Beneficiary's) Notice hereunder; provided, however, that if the Transfer Price represents a Control Premium Price, the Company shall, if it wishes to exercise its right of first refusal hereunder, have the right to purchase the shares at the Control Premium Price. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject shares are to this be sold in a registered offering pursuant to a demand for registration under Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”2.4(g), the price and Company's right of first refusal may be exercised at any time prior to the terms at effective date of the registration statement under which the proposed sale is shares are to be made and registered. Unless the name and address Notice is given in conjunction with the exercise of registration rights hereunder, the Company shall, by written notice given by the Company to Executive or Designated Beneficiary within ten (10) business days after receipt of the proposed transfereeNotice, indicate its intention to purchase the shares specified in the Notice, for cash at the fair market value per share as provided above or at the Control Premium Price, as the case may be. At any time within Within 30 calendar days after the receipt written notice of such notice exercise by the Company, the Company or shall provide the Executive with evidence reasonably satisfactory to Executive of its assigns may elect ability to finance the purchase all or any portion of the Offered Shares at the price shares (by a written commitment letter subject only to customary 21 representations, diligence and on the terms offered by the proposed transferee and specified in the notice. The Company documentation, letter of credit or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day periodotherwise). If the Company or exercises its assigns elect to exercise its purchase rights under this Section 8(c)right of first refusal hereunder, the closing for of the purchase of the Common Stock with respect to which such purchase shall, in any event, right has been exercised will take place within 45 60 calendar days after the receipt by Company gives notice of such exercise, which period of time shall be extended in order to comply with applicable laws and regulations. Upon exercise of the right of first refusal, the Company and the Executive or Designated Beneficiary shall each be legally obligated to consummate the purchase contemplated thereby and the Company shall use its best efforts to secure any approvals required in connection therewith. If the Company does not exercise its right of first refusal hereunder within the initial notice from time specified for such exercise, Executive or Designated Beneficiary shall be free to sell the Optionee (Common Stock at the Transfer Price specified in the Notice on terms no less favorable to Executive or Permitted Transferee)the Designated Beneficiary than the terms specified in the Notice. In the event that Executive or the Company or its assigns do Designated Beneficiary does not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as Common Stock specified in the Optionee’s (Notice within 180 days after the date of the Notice, Executive or Permitted Transferee’s) notice. Any Shares purchased by the Designated Beneficiary shall not thereafter sell such proposed transferee shall no longer be subject Common Stock without first offering the Common Stock to the terms Company pursuant to this Article VI. The Company's right of this Agreement. Any Shares not sold first refusal with respect to the proposed transferee shall remain subject to this Agreement. Notwithstanding Executive's and the foregoing, the restrictions under this Section 8(c) Designated Beneficiaries' shares of Common Stock shall terminate if Executive and his Designated Beneficiaries own beneficially and/or record less than an aggregate 50,000 shares of the Common Stock. In any twelve month period during the term of the Company's right of first refusal, Executive may, without regard to the Company's right of first refusal in accordance this Article VI, sell or transfer up to an aggregate 25,000 shares of Common Stock pursuant to a transaction in compliance with Section 12(a)Rule 144, provided that Executive gives prior or contemporaneous notice to the Company in writing of such sale or disposition.

Company’s Right of First Refusal. In the event that the Optionee (or If you at any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires time determine to sell an interest in this Agreement, the Franchise or otherwise transfer all or any part the Franchised Distributorship, you must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser (preferably an existing distributor with a current account history with us, in our sole discretion) and immediately submit a true and complete copy of the Issued Sharesoffer (and any proposed "side" or ancillary agreements) to us. The offer must apply only to an interest in this Agreement, the Optionee (Franchise or Permitted Transferee) first shall give written notice to the Company Franchised Distributorship. It may not include the purchase of any other property or rights, but, if the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) offeror proposes to sell (the “Offered Shares”)buy any other property or rights from you under a separate offer, the price and terms of purchase offered to you for the terms at which interest in this Agreement, the proposed sale is Franchise or the Franchised Distributorship must reflect the bona fide price offered for that interest and not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to be made and the name and address you within thirty (30) days after we receive both an exact copy of the proposed transferee. At any time within 30 days after the receipt of such notice by the Companyoffer and all other information we request, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at interest for the price and on the terms offered and conditions contained in the offer, provided that we may substitute cash for any form of payment proposed in the offer, our credit will be deemed equal to the credit of any proposed purchaser and we will have not less than sixty (60) days to prepare for closing. We may purchase the interest subject to all customary representations and warranties given by the proposed transferee seller of the assets of a business (including, without limitation, representations and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice warranties as to ownership and condition of and title to assets; liens and encumbrances relating to the Optionee (or Permitted Transferee) within assets; validity of contracts; and liabilities affecting the foregoing 30-day periodassets). If we do not exercise our right of first refusal, you may complete the Company or its assigns elect sale to exercise its purchase rights under the purchaser on the exact terms of the original offer, subject to our approval of the transfer as provided in Paragraphs B and C of this Section 8(c)Section. However, if the closing for such purchase shall, in any event, take place sale to the purchaser is not completed within 45 ninety (90) days after the receipt by the Company delivery of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect offer to exercise such purchase rightus, or if there is a material change in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold the sale (which you agree promptly to communicate to us), we will have an additional right of first refusal for thirty (30) days following either the proposed transferee shall remain subject expiration of the ninety (90) day period or notice to this Agreement. Notwithstanding us of the foregoingmaterial change(s) in the terms of the sale, either on the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)terms originally offered or the modified terms, at our option.

Company’s Right of First Refusal. In So long as the Company has not consummated a Public Offering, in the event that that, on or prior to the Optionee fifth anniversary of the applicable Closing Date, (i) a Management Investor is no longer employed by the Company and (ii) the Management Investor or his heirs, executors, administrators, transferees, successors or assigns (including the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) thereafter proposes to sell any Permitted Transferee holding Issued Shares subject or all of his or her shares of Incentive Securities to a third party in a bona fide transaction, the Management Investor may not Transfer such shares of Common Stock without first offering to sell such Incentive Securities to the Company pursuant to this Section 8(c3.3(b)) desires . With respect to sell or otherwise transfer all or any part Management Investor’s Incentive Securities, the terms of the Issued Shares, right of first refusal granted in this Section 3.3(b) shall only apply in the Optionee (or Permitted Transferee) first event the Company has declined to exercise its Purchase Option with respect to such Incentive Securities as provided in Section 3.3(a). The Management Investor shall give deliver a written notice (a “Sale Notice”) to the Company describing in reasonable detail the Incentive Securities being offered, the name of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”)offeree, the purchase price requested and the all other material terms at which the proposed sale is to be made and the name and address of the proposed transfereeTransfer. At any time within 30 days after the Upon receipt of such notice by the Sale Notice, the Company, shall have the Company or its assigns may elect right and option to purchase all or any portion of the Offered Shares shares of Incentive Securities being offered at the price and on the terms offered by of the proposed transferee and specified Transfer set forth in the noticeSale Notice. The Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor whether or its assigns shall exercise this right by mailing not it wishes to purchase any or delivering written notice to all of the Optionee (or Permitted Transferee) within the foregoing 30-day periodoffered shares of Incentive Securities. If the Company or its assigns elect elects to exercise its purchase rights under this Section 8(c)any of the offered Incentive Securities, the closing for of the purchase and sale of such purchase shall, in any event, take Incentive Securities shall be held at the place within 45 days after and on the receipt date established by the Company of in its notice to the initial notice Management Investor in response to the Sale Notice, which in no event shall be less than 10 or more than 60 days from the Optionee (or Permitted Transferee)date of such notice. In the event that the Company or its assigns do does not elect to exercise such purchase right, or in all the event that the Company or its assigns do not pay the full purchase price within such 45-day periodoffered shares of Incentive Securities, the Optionee (or Permitted Transferee) Management Investor may, within 60 days thereafter, sell the Offered Shares subject to the proposed transferee and at other provisions of this Agreement, Transfer the same price and on remaining offered Incentive Securities to the same terms as offeree specified in the Optionee’s (or Permitted Transferee’s) noticeSale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferees thereof than specified in the Sale Notice during the 90-day period immediately following the last date on which the Company could have elected to purchase the offered shares of Incentive Securities. Any Shares purchased by such proposed transferee shall no longer shares of Incentive Securities not transferred within such 90-day period will be subject to the terms provisions of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c3.3(b) shall terminate in accordance with Section 12(a)upon subsequent Transfer.

Company’s Right of First Refusal. In (a) The Stock acquired pursuant to the event that exercise of this Option may be sold by the Optionee (or any Permitted Transferee holding Issued Shares subject to Grantee only in compliance with the provisions of this Section 8(c)6. Prior to any intended sale, the Grantee shall first give written notice (the “Offer Notice”) desires to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer all or any part such Stock, (ii) the name and address of the Issued Sharesproposed purchaser(s), the Optionee (or Permitted Transfereeiii) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which shares of Stock the Optionee (or Permitted Transferee) Grantee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and the (v) all other material terms at which the proposed sale is to be made and the name and address conditions of the proposed transfereesale. At any time within 30 Within thirty (30) days after the receipt of such notice by the CompanyOffer Notice, the Company or its assigns nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified conditions set forth in the notice. The Company or its assigns shall exercise this right Offer Notice by mailing or delivering delivery of written notice (the “Acceptance Notice”) to the Optionee (or Permitted Transferee) within Grantee specifying the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company number of the initial notice from the Optionee (or Permitted Transferee). In the event Offered Shares that the Company or its assigns nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Grantee, the Company and/or its nominee(s) shall deliver to the Grantee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 6, against delivery by the Grantee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to exercise such purchase right, or in all of the event that the Company or its assigns do not pay the full purchase price within such 45-day periodOffered Shares, the Optionee (or Permitted Transferee) may, within 60 days thereafter, Grantee shall be entitled to sell the balance of the Offered Shares to the proposed transferee and purchaser(s) named in the Offer Notice at the same price specified in the Offer Notice or at a higher price and on the same terms as specified and conditions set forth in the Optionee’s Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (or Permitted Transferee’s60) noticedays from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 6. Any transferee of the Offered Shares purchased by such proposed transferee pursuant to this Section 6 shall no longer be hold the Offered Shares subject to the terms and conditions of this AgreementOption Agreement and no further transfer of the Offered Shares may be made without complying with the provisions of this Section 6. Any Shares not sold The Company may assign its rights under this Section 6 without the consent of the Grantee. (b) Notwithstanding the forgoing, the Grantee may transfer all or any portion of the Stock to a trust established for the sole benefit of the Grantee and/or his or her spouse or children without such transfer being subject to the proposed transferee right of first refusal set forth in this Section 6, provided that the Stock so transferred shall remain subject to the terms and conditions of this Agreement. Option Agreement and no further transfer of such Stock may be made without complying with the provisions of this Section 6. (c) Notwithstanding the foregoingforegoing and anything contained herein to the contrary, the restrictions under Company’s right of first refusal pursuant to this Section 8(c) 6 shall terminate in accordance with Section 12(a)expire upon an IPO.

Company’s Right of First Refusal. In Subject to the event that the Optionee (other provisions of this Agreement and except as provided in Section 7.1(a), prior to making any offer to sell, sale or transfer of any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell Covered Securities or otherwise transfer all or any part request for registration of the Issued Common Shares, the Optionee (or Permitted Transferee) first United Parties shall give written the Company the opportunity to purchase such Covered Securities in the following manner: (a) The United Parties shall give notice (the "Transfer Notice") to the Company in writing of such intention, specifying the name of the Optionee’s proposed transferee(s) or the proposed manner of sale to trans ferees not then known, the amount of Covered Securities proposed to be sold, the proposed price per share therefor (which price may be a price determined by application of a formula, such as the average closing price for such Covered Securities on NASDAQ or Permitted Transferee’s) intention to make the principal stock exchange on which such transfer. Such notice shall state the Covered Securities are then listed for a specified number of Issued Shares which the Optionee (or Permitted Transfereedays prior to a sale date) proposes to sell (the “Offered Shares”"Transfer Price"), the price and the other material terms at upon which the proposed such sale is proposed to be made and all other relevant information reasonably requested by the name Company. In the case of proposed sales to be made in accordance with the volume limitations set forth in paragraphs (e)(1) and address (e)(2) of Rule 144 under the Securities Act (in the case of paragraph (e)(2), without giving effect to the reference to subsection (k) of such Rule), the Transfer Price shall be deemed to be the Average Market Price per Common Share on the day prior to the giving of the proposed transferee. At any time Transfer Notice. (b) The Company shall have the right, exercisable by written notice given by the Company to the Parent or Investor within 30 days five (5) Business Days after the receipt of such notice by the CompanyTransfer Notice, the Company or its assigns may elect to purchase all or any a portion of the Offered Shares at the price and on the terms offered by the proposed transferee and Covered Securities specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice Transfer Notice, for cash at a price per share equal to the Optionee Transfer Price. (or Permitted Transfereec) within the foregoing 30-day period. If the Company or exercises its assigns elect to exercise its purchase rights under this Section 8(c)right of first refusal hereunder, the closing for of the purchase of the Covered Securities with respect to which such purchase shall, in any event, right has been exercised shall take place within 45 days no later than fifteen (15) Business Days after the receipt later of (i) the Company's giving of notice of such exercise and (ii) the end of such period of time as the Company and the United Parties may reasonably require in order to comply with applicable laws and regulations. Upon exercise by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that right of first refusal under this Section 7.2, the Company or and the United Parties shall be legally obligated to consummate the purchase contemplated thereby and shall use their best efforts to secure any approvals required and to comply with all applicable laws and regulations and stock exchange listing requirements in connection therewith as soon as practicable. (d) If the Company does not exercise its assigns do right of first refusal hereunder within the time specified for such exercise, the United Group shall be free (i) during the period of 60 calendar days following the earlier of the giving of notice by the Company that it does not elect intend to exercise such purchase right, right of first refusal and the expiration of such time for exercise or (ii) in the event case of a registration of such securities for sale in accordance with Section 5.1(a), within 90 calendar days of the related registration statement becoming effective, to sell or contract to sell the Covered Securities specified in such Transfer Notice, provided that the Company price per Covered Security is (X) at least as high as the Transfer Price, (Y) determined by the same formula as the Transfer Price or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares a formula that is more favorable economically to the United Parties or (Z) in the case of proposed transferee sales to be made in accordance with the volume limitations set forth in paragraphs (e)(1) and at (e)(2) of Rule 144 under the same price Securities Act (in the case of paragraph (e)(2), without giving effect to the reference to subsection (k) of such Rule), determined in accordance with the provisions of Rule 144 in the manner and on terms no less favorable economically to the same terms as United Parties than were specified in the Optionee’s (Transfer Notice. Covered Securities not so sold or Permitted Transferee’s) notice. Any Shares purchased contracted to be sold by the United Parties within such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee period shall remain subject to this Agreement. Notwithstanding Section 7.1 and shall again become subject to the foregoing, the restrictions under procedures provided in this Section 8(c) shall terminate in accordance with Section 12(a)7.2.

Company’s Right of First Refusal. In the event that If at any time the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell for cash, cash equivalents or otherwise transfer any other form of consideration (including a promissory note) all or any part of the Issued SharesShares then owned by such Optionee, pursuant to an offer (or proposed offer) from a third party (the “Proposed Transferee”), the Optionee shall submit a written offer (or Permitted Transfereethe “Offer”) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell such shares (the “Offered Shares”)) to the Company on terms and conditions, including price, not less favorable to the Company than those on which the Optionee proposes to sell such Offered Shares to the Proposed Transferee. The Optionee shall also provide notice of the Offer to the holders of the company’s preferred stock (the “Investors”) at the time the Offer is furnished to the Company. The Offer shall disclose the identity of the Proposed Transferee, the price and number of Offered Shares proposed to be sold, the total number of shares owned by the Optionee, the terms at which the proposed sale is to be made and the name and address conditions, including price, of the proposed transfereesale, and any other material facts relating to the proposed sale. At any time within 30 days after the receipt of such notice by the Company, The Offer shall further state that the Company or its assigns may elect to purchase acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Shares at for the price and on upon the other terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee conditions, including deferred payment (or Permitted Transferee) within the foregoing 30-day periodif applicable), set forth therein. If the Company desires to purchase all or its assigns elect to exercise its purchase rights under this Section 8(c)any part of the Offered Shares, the closing for such purchase Company shall, in any event, take place within 45 days after subject to the receipt prior written consent of 3i Technology Partners if the exercise of such right by the Company would result in 3i Technology Partners and its affiliates owning greater than fifty percent (50%) of the initial notice from the Optionee (or Permitted Transferee). In the event that outstanding capital stock of the Company (based on vote or its assigns do not elect par value) immediately following such repurchase by the Company, communicate in writing to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) mayOptionee, within 60 20 days thereafterof its receipt of the Offer, sell its election to purchase the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)Shares.

Company’s Right of First Refusal. In (a) Except for the event Company’s Repurchase Option set forth in Section 3.2, Founder shall not transfer any Unvested Shares. Founder agrees that the Optionee (if Founder intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) Founder will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Founder and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Founder and Founder intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Vested Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Vested Shares. The board of directors of the Company will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase of such Vested Shares pursuant to such Required Offer. In the event the Company does not exercise its assigns may elect rights as set forth in this Section, Founder will be free to purchase all or any portion transfer such Vested Shares under the terms and conditions stated in the Notice; provided, however, that if such transfer does not take place within 60 days following the delivery of the Offered Shares at Notice to the price and on Company, the terms offered of this Section must once again be followed prior to the transfer of the Vested Shares. Any Vested Shares that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the right of first refusal set forth in this Section subsequent to any such transfer. If at any time a proposed transfer by Founder applies to less than all of the proposed transferee Vested Shares of Founder, the right of first refusal granted in this Agreement to the Company will remain in full force and specified effect as to the remainder of such Vested Shares, regardless of whether it is exercised with respect to such initial portion. Founder may not pledge or otherwise encumber any of the Vested Shares without the written consent of the Company. (b) The right of first refusal stated in this Agreement will survive the noticetermination of this Agreement. The Company or its assigns shall exercise also has the right to assign the right of first refusal stated in this Agreement. The right by mailing or delivering written notice of first refusal stated in this Agreement will not apply to transfers of Vested Shares pursuant to the Optionee (laws of descent and distribution; provided, however, that any such Vested Shares will be subject to the right of first refusal set forth in this Section subsequent to any such transfer. The right of first refusal stated in this Agreement will not apply to the exchange of Vested Shares pursuant to a plan of merger, consolidation, recapitalization, or Permitted Transferee) within reorganization of the foregoing 30-day periodCompany, but any stock, securities or other property received in exchange therefor will be subject to the right of first refusal set forth in this Agreement; provided, however, that any such stock or securities received in any such merger, consolidation, recapitalization, or reorganization will not be subject to the right of first refusal set forth in this Section if the stock or securities received in such merger, consolidation, recapitalization, or reorganization are registered under the Securities Exchange Act of 1934. If A dissolution or liquidation of the Company will not trigger the right of first refusal set forth in this Agreement; provided, however, that a dissolution or its assigns elect to exercise its purchase rights under a liquidation of the Company within one year following the sale of all or substantially all of the assets of the Company in exchange for stock or securities will be considered a reorganization of the Company. The right of first refusal set forth in this Section 8(c), will terminate upon the closing for such purchase shall, in any event, take place within 45 days after the receipt consummation by the Company of a public offering of Common Stock pursuant to an effective registration statement under the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)Act.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, Shares the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s 's (or Permitted Transferee’s's) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “"Offered Shares”"), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 10 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 3010-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s 's (or Permitted Transferee’s's) notice; provided, that after the expiration of such 60-day period, any proposed transfer must comply with all of the provisions of this Section 8(c). Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate upon the closing of the Company's Initial Public Offering or upon consummation of any Sale Event, in accordance with either case as a result of which shares of the Company (or successor entity) of the same class as the Issued Shares are registered under Section 12(a)12 of the Exchange Act and publicly traded on NASDAQ/NMS or any national securities exchange.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Vested Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Vested Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Vested Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Vested Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a14(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s Optionee¢s (or Permitted Transferee’sTransferee¢s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 thirty (30) days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 forty-five (45) days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 sixty (60) days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s Optionee¢s (or Permitted Transferee’sTransferee¢s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a).

Company’s Right of First Refusal. 6.1. The Company's Right of First Refusal. Other than as permitted in Section 6.2, in the event that Executive (or any Designated Beneficiary) desires to sell or transfer any shares of Common Stock, whether or not pursuant to exercise of the registration rights under Section 2.4(g), in any transaction during the period that commences on the expiration date hereof or other termination date of Executive's employment hereunder and which ends twenty-four (24) months after such termination date or expiration date, Executive (or any of his Designated Beneficiaries, as the 20 case may be) shall first deliver a notice in writing (the "Notice") to the Company which shall specify (i) the number of shares of Common Stock which the Executive or such Designated Beneficiary desires to sell or transfer, the name(s) of the proposed purchasers or transferees (except in the case of a request for registration pursuant to Section 2.4(g)), (ii) the price per share (the "Transfer Price") at which the Executive or such Designated Beneficiary proposes to sell or transfer the shares to a third party pursuant to a bona fide offer, (iii) whether such price represents a control premium price ("Control Premium Price") and (iv) the other material terms upon which such sale or transfer is proposed to be made. The Company shall have the right to purchase all (but not less than all) of such shares at the fair market value thereof (determined as provided in Section 4.3(k) hereof) on the date of Executive's (or the Designated Beneficiary's) Notice hereunder; provided, however, that if the Transfer Price represents a Control Premium Price, the Company shall, if it wishes to exercise its right of first refusal hereunder, have the right to purchase the shares at the Control Premium Price. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject shares are to this be sold in a registered offering pursuant to a demand for registration under Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”2.4(g), the price and Company's right of first refusal may be exercised at any time prior to the terms at effective date of the registration statement under which the proposed sale is shares are to be made and registered. Unless the name and address Notice is given in conjunction with the exercise of registration rights hereunder, the Company shall, by written notice given by the Company to Executive or Designated Beneficiary within ten (10) business days after receipt of the proposed transfereeNotice, indicate its intention to purchase the shares specified in the Notice, for cash at the fair market value per share as provided above or at the Control Premium Price, as the case may be. At any time within Within 30 calendar days after the receipt written notice of such notice exercise by the Company, the Company or shall provide the Executive with evidence reasonably satisfactory to Executive of its assigns may elect ability to finance the purchase all or any portion of the Offered Shares at the price shares (by a written commitment letter subject only to customary representations, diligence and on the terms offered by the proposed transferee and specified in the notice. The Company documentation, letter of credit or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day periodotherwise). If the Company or exercises its assigns elect to exercise its purchase rights under this Section 8(c)right of first refusal hereunder, the closing for of the purchase of the Common Stock with respect to which such purchase shall, in any event, right has been exercised will take place within 45 60 calendar days after the receipt by Company gives notice of such exercise, which period of time shall be extended in order to comply with applicable laws and regulations. Upon exercise of the right of first refusal, the Company and the Executive or Designated Beneficiary shall each be legally obligated to consummate the purchase contemplated thereby and the Company shall use its best efforts to secure any approvals required in connection therewith. If the Company does not exercise its right of first refusal hereunder within the initial notice from time specified for such exercise, Executive or Designated Beneficiary shall be free to sell the Optionee (Common Stock at the Transfer Price specified in the Notice on terms no less favorable to Executive or Permitted Transferee)the Designated Beneficiary than the terms specified in the Notice. In the event that Executive or the Company or its assigns do Designated Beneficiary does not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as Common Stock specified in the Optionee’s (Notice within 180 days after the date of the Notice, Executive or Permitted Transferee’s) notice. Any Shares purchased by the Designated Beneficiary shall not thereafter sell such proposed transferee shall no longer be subject Common Stock without first offering the Common Stock to the terms Company pursuant to this Article VI. The Company's right of this Agreement. Any Shares not sold first refusal with respect to the proposed transferee shall remain subject to this Agreement. Notwithstanding Executive's and the foregoing, the restrictions under this Section 8(c) Designated Beneficiaries' shares of Common Stock shall terminate if Executive and his Designated Beneficiaries own beneficially and/or record less than an aggregate 50,000 shares of the Common Stock. In any twelve month period during the term of the Company's right of first refusal, Executive may, without regard to the Company's right of first refusal in accordance this Article VI, sell or transfer up to an aggregate 25,000 shares of Common Stock pursuant to a transaction in compliance with Section 12(a).Rule 144, provided that Executive gives prior or contemporaneous notice to the Company in writing of such sale or disposition. 21

Company’s Right of First Refusal. In (a) Except for the event Company’s Repurchase Option set forth in Section 2.2, Founder shall not transfer any Unvested Shares. Founder agrees that the Optionee (if Founder intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) Founder will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Founder and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Founder and Founder intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Vested Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Vested Shares. The board of directors of the Company will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase of such Vested Shares pursuant to such Required Offer. In the event the Company does not exercise its assigns may elect rights as set forth in this Section, Founder will be free to purchase all or any portion transfer such Vested Shares under the terms and conditions stated in the Notice; provided, however, that if such transfer does not take place within 60 days following the delivery of the Offered Shares at Notice to the price and on Company, the terms offered of this Section must once again be followed prior to the transfer of the Vested Shares. Any Vested Shares that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the right of first refusal set forth in this Section subsequent to any such transfer. If at any time a proposed transfer by Founder applies to less than all of the proposed transferee Vested Shares of Founder, the right of first refusal granted in this Agreement to the Company will remain in full force and specified effect as to the remainder of such Vested Shares, regardless of whether it is exercised with respect to such initial portion. Founder may not pledge or otherwise encumber any of the Vested Shares without the written consent of the Company. (b) The right of first refusal stated in this Agreement will survive the noticetermination of this Agreement. The Company or its assigns shall exercise also has the right to assign the right of first refusal stated in this Agreement. The right by mailing or delivering written notice of first refusal stated in this Agreement will not apply to transfers of Vested Shares pursuant to the Optionee (laws of descent and distribution; provided, however, that any such Vested Shares will be subject to the right of first refusal set forth in this Section subsequent to any such transfer. The right of first refusal stated in this Agreement will not apply to the exchange of Vested Shares pursuant to a plan of merger, consolidation, recapitalization, or Permitted Transferee) within reorganization of the foregoing 30-day periodCompany, but any stock, securities or other property received in exchange therefore will be subject to the right of first refusal set forth in this Agreement; provided, however, that any such stock or securities received in any such merger, consolidation, recapitalization, or reorganization will not be subject to the right of first refusal set forth in this Section if the stock or securities received in such merger, consolidation, recapitalization, or reorganization are registered under the Securities Exchange Act of 1934. If A dissolution or liquidation of the Company will not trigger the right of first refusal set forth in this Agreement; provided, however, that a dissolution or its assigns elect to exercise its purchase rights under a liquidation of the Company within one year following the sale of all or substantially all of the assets of the Company in exchange for stock or securities will be considered a reorganization of the Company. The right of first refusal set forth in this Section 8(c), will terminate upon the closing for such purchase shall, in any event, take place within 45 days after the receipt consummation by the Company of a public offering of Common Stock pursuant to an effective registration statement under the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)Act.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Covered Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Covered Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Covered Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Offered Shares purchased by such proposed transferee shall no longer again be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)) herein.

Company’s Right of First Refusal. In addition to the event that Company’s right to repurchase Unvested Shares in accordance with Section 7, before any shares of Stock acquired upon exercise of this Option by the Optionee or any transferee of the Optionee (the Optionee or any Permitted Transferee holding Issued such transferee, the “Holder”) may be sold or otherwise transferred, the Company shall have a right of first refusal to purchase such Option Shares subject on the terms and conditions set forth below (the “Right of First Refusal”): (a) The Holder shall deliver to this Section 8(c)the Company a written notice (the “Notice”) desires stating: (i) the Holder’s bona fide intention to sell or otherwise transfer all such Option Shares; (ii) the name of each proposed purchaser or any part of the Issued Shares, the Optionee other transferee (or Permitted ”Proposed Transferee”); (iii) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Option Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Optionee (or Permitted Transferee) Holder proposes to sell transfer such Option Shares (the “Offered SharesPrice”), the price and the terms Holder shall offer the Option Shares at which the proposed sale is Offered Price to be made and the name and address of the proposed transferee. Company or its assignee. (b) At any time within 30 days after the receipt of such notice by the CompanyNotice, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered assignee may, by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering giving written notice to the Optionee Holder, elect to purchase all, but not less than all, of the Option Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with Section 11(c) below. (or Permitted Transfereec) within The purchase price (“Purchase Price”) for the foregoing 30-day period. If Option Shares purchased by the Company or its assigns elect to exercise its purchase rights assignee under this Section 8(c)11 shall be the Offered Price. If the Offered Price includes consideration other than cash, the closing for such purchase shall, in any event, take place within 45 days after cash equivalent value of the receipt non-cash consideration shall be determined by the Company Board of Directors of the initial notice from Company in good faith. (d) Payment of the Optionee (or Permitted Transferee). In Purchase Price shall be made, at the event that option of the Company or its assigns do not elect to exercise such purchase rightassignee, in cash (by check) within 30 days after receipt of the Notice, or in the event that manner and at the times set forth in the Notice. (e) If all of the Option Shares proposed in the Notice to be transferred to a Proposed Transferee are not purchased by the Company or its assigns do assignee as provided in this Section 11, then the Holder may sell or otherwise transfer such Option Shares to such Proposed Transferee at the Offered Price or at a higher price, provided that (i) such sale or other transfer is consummated within 120 days after the date of the Notice, (ii) such sale or other transfer is effected in accordance with any applicable securities laws and (iii) the Proposed Transferee agrees in writing that the provisions of this Section 11 shall continue to apply to the Option Shares in the hands of such Proposed Transferee. If the Option Shares described in the Notice are not pay transferred to the full purchase price Proposed Transferee within such 45-day period, the Optionee Company or its assignee shall again be offered the Right of First Refusal before any Option Shares held by the Holder may be sold or otherwise transferred. (or Permitted Transfereef) may, within 60 days thereafter, sell the Offered Shares Anything to the proposed transferee contrary contained in this Section 11 notwithstanding, the transfer of any or all of the Option Shares by will or laws of descent and at distribution upon the same price death of the Optionee or by gift (provided the Optionee obtains the Company’s prior written consent to such transfer by gift) will be exempt from the provisions of this Section 11. In such case, the recipient of the Option Shares shall receive and on hold the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Option Shares purchased by such proposed transferee shall no longer be so transferred subject to the terms provisions of this Agreement. Any Section 11, and there shall be no further transfer of such Option Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate except in accordance with Section 12(a)the terms hereof. (g) The Right of First Refusal shall terminate upon the first sale of shares of Stock to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933.

Company’s Right of First Refusal. In (a) Before any Shares (which term, for purposes of this Section 13 and the event that remainder of this Agreement, shall include all securities received by Optionee as a stock dividend, stock split or other recapitalization or similar distribution on or in respect of the Optionee (Shares) issued upon exercise of an Option, or any Permitted Transferee holding Issued beneficial interest therein, may be sold, transferred or assigned (including a transfer by operation of law), such Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) shall first shall give written notice be offered for sale to the Company of as set forth in this Section 13. Any certificate representing the Optionee’s Shares so issued shall bear a legend reflecting the restrictions set forth in this Section 13. (b) The Optionee shall deliver a notice (the "Notice") to the Company stating (i) his or Permitted Transferee’s) her bona fide intention to make sell, transfer or assign such transfer. Such notice shall state shares, (ii) the number of Issued Shares which the Optionee (proposed to be sold, transferred or Permitted Transferee) proposes to sell assigned (the “Offered "Noticed Shares”"), (iii) the price for which it is proposed to sell, transfer or assign the Noticed Shares (in the case of a transfer not involving a sale, such price shall be deemed to be the Fair Market Value of the Noticed Shares) and the terms at which the proposed sale is to be made of payment of that price and other terms and conditions of sale, and (iv) the name and address of the proposed transfereepurchaser, transferee or assignee. At The Optionee shall not effect any time within 30 sale or other transfer for value of any Noticed Shares other than for money or an obligation to pay money. For a period of thirty (30) days after the receipt of such notice by the CompanyNotice, the Company or its assigns assignee(s) may elect exercise its right to purchase all or any portion of the Offered Noticed Shares at by giving written notice of exercise to the Optionee. The price per Share of the Noticed Shares purchased by the Company pursuant to this Section 13 shall be, in the case of a sale, the price per Share as set forth in the Notice and, in the case of a transfer not involving a sale, the Fair Market Value of such Shares and the purchase shall be on the same terms offered and subject to the same conditions as those set forth in the Notice. (c) The Company's right of first refusal in this Section 13 shall be freely assignable in whole or in part. In the event the Notice provides for payment for the Noticed Shares to be deferred, the Company shall have the option of paying for the Noticed Shares with the discounted cash equivalent (using an interest rate equal to the then prevailing prime rate or similar interest rate of any bank selected by the proposed transferee and specified Company for this purpose) of the deferred payment or payments described in the noticeNotice. Any other provision of this Section 13 to the contrary notwithstanding, the amount of cash payable to an Optionee pursuant to the exercise of the right of first refusal shall be first reduced by the amount (if any) of accrued but unpaid interest and then by the unpaid principal balance with respect to promissory notes or other indebtedness of the Optionee to the Company. The Company or its assigns interest and principal obligations of the Optionee shall exercise this right by mailing or delivering written notice be cancelled to the Optionee extent of such reduction. (or Permitted Transfereed) within the foregoing 30-day period. If the Company or any assignee(s) of the Company does not give notice of its assigns elect election to purchase all of the Noticed Shares as provided in this Section 13, then the Optionee may sell or transfer the Noticed Shares which the Company and its assignees have elected not to purchase to any purchaser or transferee named in the Notice at, in the case of a sale, the price specified in the Notice or at a higher price, provided that such sale or transfer is consummated within three (3) months of the date the Notice was given to the Company. Any proposed sale, transfer or assignment to be consummated after the expiration of such three (3) month period shall again be subject to the right of first refusal set forth in this Section 13. (e) If the Company does not exercise its purchase right of first refusal with respect to all the Noticed Shares and the Optionee sells, assigns or transfers any such Noticed Shares to any person (other than an assignee of the Company's right of first refusal), then such purchaser or transferee (either being herein called a "Transferee") shall take the Noticed Shares subject to the obligation not to effect any sale, transfer, assignment or pledge of the Noticed Shares except in compliance with this Section 13. It shall be a condition to the sale, transfer or assignment of Noticed Shares to a Transferee that such Transferee shall enter into written agreement with the Company, which shall be in form and content satisfactory to the Company, under which the Transferee agrees to be bound by the terms of this Section 13 as if such sale Transferee were the Optionee. (f) The Optionee shall not pledge or grant a security interest in any or all of the Shares unless prior thereto the pledgee or secured party delivers to the Company a written agreement, in form and substance satisfactory to the Company, acknowledging receipt of a copy of this Agreement and unconditionally agreeing that any foreclosure of the pledge or security interest shall be treated as a sale of the Shares by Optionee to which all provisions of this Section 13 shall apply. (g) Notwithstanding the foregoing provisions of this Section 13, the Company shall not have any rights under this Section 8(c), 13 at any time subsequent to the closing for such purchase shallof a firm commitment underwritten public offering of Common Stock pursuant to a registration statement declared effective under the Act. (h) The Optionee shall not sell, in transfer, assign or pledge any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be still subject to the terms right of first refusal described in this Section 13 other than in the manner expressly permitted herein, and any such sale, transfer, assignment or pledge of Shares in violation hereof shall be void. The Company shall make a notation in its records of all restrictions on transfer of the Shares. The Company shall not be required (i) to transfer on its books any Shares which shall have been sold, transferred, assigned or pledged in violation of any of the provisions set forth in this Agreement. Any Shares not sold , or (ii) to treat as owner of such shares or to afford the proposed right to vote as such owner or to pay dividends to any transferee to whom such shares shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)have been so transferred.

Company’s Right of First Refusal. In Before any Shares acquired upon exercise of this Option by the event that Optionee or any transferee of the Optionee (the Optionee or any Permitted Transferee holding Issued such transferee, the “Holder”) may be sold or otherwise transferred, the Company shall have a right of first refusal to purchase such Shares subject on the terms and conditions set forth below (the “Right of First Refusal”): (a) The Holder shall deliver to this Section 8(c)the Company a written notice (the “Notice”) desires stating: (i) the Holder’s bona fide intention to sell or otherwise transfer all such Shares; (ii) the name of each proposed purchaser or any part of the Issued Shares, the Optionee other transferee (or Permitted ”Proposed Transferee”); (iii) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Optionee (or Permitted Transferee) Holder proposes to sell transfer such Shares (the “Offered SharesPrice”), the price and the terms Holder shall offer the Shares at which the proposed sale is Offered Price to be made and the name and address of the proposed transferee. Company or its assignee. (b) At any time within 30 days after the receipt of such notice by the CompanyNotice, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered assignee may, by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering giving written notice to the Optionee Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with Section 7(c) below. (or Permitted Transfereec) within The purchase price (“Purchase Price”) for the foregoing 30-day period. If Shares purchased by the Company or its assigns elect to exercise its purchase rights assignee under this Section 8(c)7 shall be the Offered Price. If the Offered Price includes consideration other than cash, the closing for such purchase shall, in any event, take place within 45 days after cash equivalent value of the receipt non-cash consideration shall be determined by the Company Board of Directors of the initial notice from Company in good faith. (d) Payment of the Optionee (or Permitted Transferee). In Purchase Price shall be made, at the event that option of the Company or its assigns do not elect to exercise such purchase rightassignee, in cash (by check) within 30 days after receipt of the Notice, or in the event that manner and at the times set forth in the Notice. (e) If all of the Shares proposed in the Notice to be transferred to a Proposed Transferee are not purchased by the Company or its assigns do assignee as provided in this Section 7, then the Holder may sell or otherwise transfer such Shares to such Proposed Transferee at the Offered Price or at a higher price, provided that (i) such sale or other transfer is consummated within 120 days after the date of the Notice, (ii) such sale or other transfer is effected in accordance with any applicable securities laws and (iii) the Proposed Transferee agrees in writing that the provisions of this Section 7 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not pay transferred to the full purchase price Proposed Transferee within such 45-day period, the Optionee Company or its assignee shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. (or Permitted Transfereef) may, within 60 days thereafter, sell the Offered Shares Anything to the proposed transferee contrary contained in this Section 7 notwithstanding, the transfer of any or all of the Shares by will or laws of descent and at distribution upon the same price death of the Optionee or by gift (provided the Optionee obtains the Company’s prior written consent to such transfer by gift) will be exempt from the provisions of this Section 7. In such case, the recipient of the Shares shall receive and on hold the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be so transferred subject to the terms provisions of this Agreement. Any Section 7, and there shall be no further transfer of such Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate except in accordance with Section 12(a)the terms hereof. (g) The Right of First Refusal shall terminate upon the first sale of shares of Stock to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued SharesShares (other than to a Permitted Transferee), the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a13(a).

Company’s Right of First Refusal. In (a) Except for the event Company’s Repurchase Option set forth in Section 2.2, Founder shall not transfer any Unvested Shares. Founder agrees that the Optionee (if Founder intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) Founder will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Founder and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Founder and Founder intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Vested Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Vested Shares. The board of directors of the Company will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase of such Vested Shares pursuant to such Required Offer. In the event the Company docs not exercise its assigns may elect rights as set forth in this Section, Founder will be free to purchase all or any portion transfer such Vested Shares under the terms and conditions stated in the Notice; provided, however, that if such transfer does not take place within 60 days following the delivery of the Offered Shares at Notice to the price and on Company, the terms offered of this Section must once again be followed prior to the transfer of the Vested Shares. Any Vested Shares that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the right of first refusal set forth in this Section subsequent to any such transfer. If at any time a proposed transfer by Founder applies to less than all of the proposed transferee Vested Shares of Founder, the right of first refusal granted in this Agreement to the Company will remain in full force and specified effect as to the remainder of such Vested Shares, regardless of whether it is exercised with respect to such initial portion. Founder may not pledge or otherwise encumber any of the Vested Shares without the written consent of the Company. (b) The right of first refusal stated in this Agreement will survive the noticetermination of this Agreement. The Company or its assigns shall exercise also has the right to assign the right of first refusal stated in this Agreement. The right by mailing or delivering written notice of first refusal stated in this Agreement will not apply to transfers of Vested Shares pursuant to the Optionee (laws of descent and distribution; provided, however, that any such Vested Shares will be subject to the right of first refusal set forth in this Section subsequent to any such transfer. The right of first refusal stated in this Agreement will not apply to the exchange of Vested Shares pursuant to a plan of merger, consolidation, recapitalization, or Permitted Transferee) within reorganization of the foregoing 30-day periodCompany, but any stock, securities or other property received in exchange therefor will be subject to the right of first refusal set forth in this Agreement; provided, however, that any such stock or securities received in any such merger, consolidation, recapitalization, or reorganization will not be subject to the right of first refusal set forth in this Section if the stock or securities received in such merger, consolidation, recapitalization, or reorganization are registered under the Securities Exchange Act of 1934. If A dissolution or liquidation of the Company will not trigger the right of first refusal set forth in this Agreement; provided, however, that a dissolution or its assigns elect to exercise its purchase rights under a liquidation of the Company within one year following the sale of all or substantially all of the assets of the Company in exchange for stock or securities will be considered a reorganization of the Company. The right of first refusal set forth in this Section 8(c), will terminate upon the closing for such purchase shall, in any event, take place within 45 days after the receipt consummation by the Company of a public offering of Common Stock pursuant to an effective registration statement under the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)Act.

Company’s Right of First Refusal. In So long as the event that Stock is not publicly traded, the Optionee (or any Permitted Transferee holding Issued Shares Stock issued upon exercise of the Option shall be subject to this Section 8(c)) desires a right of first refusal pursuant to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first which Grantee shall give be required to provide written notice to the Company of the Optionee’s (or Permitted Transferee’s) Grantee's intention to make such transfer. Such notice shall state the number dispose of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of such Stock. The written notice shall contain information regarding the Offered Shares identity of the proposed purchaser or purchasers (the "Proposed Purchaser(s)"), the number of shares of Stock subject to the proposed transaction, the proposed price and terms of sale and the proposed closing date of such sale. For a period of thirty (30) days after the receipt by the Company of the written notice specified above, the Company shall have a right of first refusal to purchase the Stock subject to the proposed disposition at the price and on the terms offered by the proposed transferee and specified in the noticeProposed Purchaser(s). The Company or must exercise its assigns shall exercise this right to purchase by mailing or delivering giving written notice to the Optionee (or Permitted TransfereeGrantee and to the Proposed Purchaser(s) within thirty (30) days following receipt of the foregoing notice, which notice shall specify the number of shares of Stock the Company intends to purchase. The closing of the purchase and sale pursuant to this Section 5.2 shall be held at the Company's principal office on the date determined by the Company but not more than thirty (30-day period) days following the Company's election to purchase the Stock. At the closing, certificates representing the shares to be sold shall be delivered to the Company, duly endorsed for transfer in blank or with assignments separate from certificates duly endorsed, with all necessary transfer tax stamps, if any, affixed or provided for against delivery of the purchase price. If the Company or its assigns elect to does not exercise its purchase rights under this Section 8(cwithin the time period provided herein with respect to all of the offered Stock, Grantee shall be free for a period of thirty (30) days thereafter to sell such shares to the Proposed Purchaser(s), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms and conditions as specified set forth in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be , subject to all of the terms provisions of this AgreementSection 5.2. Any Shares not sold to If Grantee shall not, within such thirty (30) day period, consummate the proposed transferee shall remain subject to this Agreement. Notwithstanding sale with the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a).Proposed

Company’s Right of First Refusal. In the event (a) Grantee agrees that the Optionee (if Grantee intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Restricted Shares, the Optionee (or Permitted Transferee) Grantee will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (a) the name and address of Grantee and the proposed transferee, (b) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Grantee and Grantee intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (c) an offer (the “Required Offer”) to sell such Restricted Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Restricted Shares. The Committee will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within during the 30 days after day period immediately following the receipt delivery of such notice by the Notice to the Company, the Company or its assigns may elect will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase all or any portion of the Offered such Restricted Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice pursuant to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee)Required Offer. In the event that the Company or does not exercise its assigns do not elect rights as set forth in this Section, Grantee will be free to exercise transfer such purchase right, or Restricted Shares under the terms and conditions stated in the event Notice; provided, however, that the Company or its assigns do if such transfer does not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, take place within 60 days thereafter, sell following the Offered Shares delivery of the Notice to the proposed transferee and at Company, the same price and on terms of this Section must once again be followed prior to the same terms as specified in transfer of the Optionee’s (or Permitted Transferee’s) noticeRestricted Shares. Any Restricted Shares purchased by such proposed transferee shall no longer that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the terms right of first refusal set forth in this Section subsequent to any such transfer. If at any time a proposed transfer by Grantee applies to less than all of the Restricted Shares of Grantee, the right of first refusal granted in this Agreement to the Company will remain in full force and effect as to the remainder of such Restricted Shares, regardless of whether it is exercised with respect to such initial portion. Grantee may not pledge or otherwise encumber any of the Restricted Shares without the written consent of the Company. (b) The right of first refusal stated in this Agreement will survive the termination of this Agreement. Any Shares not sold The Company also has the right to assign the proposed transferee shall remain subject to right of first refusal stated in this Agreement. Notwithstanding The right of first refusal stated in this Agreement will not apply to transfers of Restricted Shares pursuant to the foregoinglaws of descent and distribution; provided, however, that any such Restricted Shares will be subject to the right of first refusal set forth in this Section subsequent to any such transfer. The right of first refusal stated in this Agreement will not apply to the exchange of Restricted Shares pursuant to a plan of merger, consolidation, recapitalization, or reorganization of the Company, but any stock, securities or other property received in exchange therefor will be subject to the right of first refusal set forth in this Agreement; provided, however, that any such stock or securities received in any such merger, consolidation, recapitalization, or reorganization will not be subject to the right of first refusal set forth in this Section if the stock or securities received in such merger, consolidation, recapitalization, or reorganization are registered under the 1934 Act. A dissolution or liquidation of the Company will not trigger the right of first refusal set forth in this Agreement; provided, however, that a dissolution or a liquidation of the Company within one year following the sale of all or substantially all of the assets of the Company in exchange for stock or securities will be considered a reorganization of the Company. The right of first refusal set forth in this Section will terminate on the date upon which the Company (or a successor to the Company) first becomes publicly held. For purposes of the preceding sentence, the restrictions under Company (or a successor to the Company) will be considered “publicly held” if the securities that are of the same class as the Stock (or the securities for which the Stock are exchanged as described in this Section 8(cor pursuant to the Plan) will be registered under Section 12 of the 1934 Act. (c) The Company shall terminate not be required to (i) transfer on its books any Restricted Shares that have been sold or transferred in accordance with Section 12(a)contravention of this Agreement or (ii) treat as the owner of Restricted Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Restricted Shares have been transferred in contravention of this Agreement.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c7(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c7(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 7, 8, 9 and 10 to the same extent as if the Optionee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) 7 shall terminate in accordance with Section 12(a11(a).