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 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 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 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) 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 Company shall have an option for a period of fifteen (15) days from 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 date of delivery of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice Transfer 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 a portion of) the Offered Shares by mailing or delivering written notice notifying the selling Founder in writing before expiration of the 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 selling 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 delivery of the Transfer Notice 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 3.2(a)(i) within the period provided, the Company shall so notify each Investor in writing (or Permitted Transferee’sthe “Additional Transfer Notice”) notice. Any and the Offered Shares purchased by such proposed transferee remaining 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 with Section 12(a)respect to the proposed 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 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. 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 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 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 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 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 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 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 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).

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 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 (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 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 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 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.