Common use of Lifetime Transfers Clause in Contracts

Lifetime Transfers. While this Agreement is in force, Participant shall not Transfer all or any portion of his Shares, except under the terms of this Agreement. In the event that there is any proposed, attempted or actual Transfer of any or all of Participant’s Vested Shares, then 2012 ISO & NSO Plan Stock Restriction Agreement (Directors) 2 prior to accomplishment of such Transfer, the Company shall have the right to purchase such Vested Shares in accordance with the terms of this Section. (a) Participant shall furnish the Company with written notice of the proposed Transfer, which notice shall identify the proposed transferee and fully describe the purchase price and other terms of the offer of sale from such proposed transferee. (1) The Company shall have the right and option, exercisable by written notice furnished to Participant within sixty (60) days from the date as of which the Company has been furnished with written notice of the proposed Transfer, to acquire all but not less than all of Participant’s Vested Shares upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof. (2) If the Company timely exercises its option to purchase all of Participant’s Vested Shares as provided above, the purchase and sale of Participant’s Vested Shares shall be completed at a closing to be held within one hundred twenty (120) days from the date as of which the Company has been furnished with the written notice of the proposed Transfer. (3) If the Company does not exercise its option to purchase all of Participant’s Vested Shares as provided above, then Participant may complete the Transfer for the purchase price and upon such other terms as are set forth in the Participant’s notice of the proposed Transfer; subject however to rights of first refusal on the part of the Company to purchase no less than all of the Participant’s Vested Shares. (A) The purchase price and terms of any such sale to the Company shall be at the same price and upon the same terms (including timing of a closing) as the Participant deems acceptable in the offer of sale from the third person. (B) The right of first refusal on the part of the Company shall be exercisable for sixty (60) days from the date as of which the Company has been furnished with written notice of the proposed Transfer. (C) If a sale of Participant’s Vested Shares is not completed within forty five (45) days after the expiration of the Company’s option to purchase and rights of first refusal provided for herein, then the Transfer may not be consummated without Participant again complying with the terms of this Section 2.2(a) and the provisions and restrictions of this Agreement shall continue to apply to such Shares. (D) If a sale of Participant’s Vested Shares to the third person is completed, then the provisions and restrictions of this Agreement shall continue to apply to such Shares in the hands of the third person. (E) If any Transfer subject to this Agreement involves a transaction other than a bona fide sale for a readily ascertainable sale price under fixed terms and conditions, then the rights of first refusal provided herein shall be administered and effectuated through the use of a price, terms and conditions which are fair and just under the circumstances, as reasonably determined by the Company. (b) The rights and options provided in Subsection (a) above shall not apply with respect to any Transfer to a revocable living trust, to the extent provided in Article V hereof. (c) The rights and options provided in Subsection (a) above shall terminate and be of no further force or effect upon the earlier to occur of (i) the date on which the Company consummates the sale of all or substantially all of the assets of the Company and/or the Shareholders consummate the sale of all or substantially all of the common capital stock of the Company, or (ii) the date on which 2012 ISO & NSO Plan Stock Restriction Agreement (Directors) 3 the common capital stock of the Company is first traded on any United States securities exchange or on any formal over-the-counter quotation system in general use in the United States.

Lifetime Transfers. While this Agreement is in force, Participant shall not Transfer all or any portion of his Shares, except under the terms of this Agreement. In the event that there is any proposed, attempted or actual Transfer of any or all of Participant’s Vested Shares, then 2012 ISO & NSO Plan Stock Restriction Agreement (Directors) 2 prior to accomplishment of such Transfer, the Company shall have the right to purchase such Vested Shares in accordance with the terms of this Section. (a) Participant shall furnish the Company with written notice of the proposed Transfer, which notice shall identify the proposed transferee and fully describe the purchase price and other terms of the offer of sale from such proposed transferee. (1) The Company shall have the right and option, exercisable by written notice furnished to Participant within sixty (60) days from the date as of which the Company has been furnished with written notice of the proposed Transfer, to acquire all but not less than all of Participant’s Vested Shares upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof. (2) If the Company timely exercises its option right of first refusal to purchase all of Participant’s Vested Shares as provided above, the purchase and sale of Participant’s Vested Shares shall be completed at a closing to be held within one hundred twenty (120) days from the date as of which the Company has been furnished with the written notice of the proposed Transfer. (3) If the Company does not exercise its option right of first refusal to purchase all of Participant’s Vested Shares as provided above, then Participant may complete the Transfer for the purchase price and upon such other terms as are set forth in the Participant’s notice of the proposed Transfer; subject Altair Engineering Inc. - 2001 ISO & NSO Plan Stock Restriction & Repurchase Agreement (Standard) 2 however to rights of first refusal on the part of the Company to purchase no less than all of the Participant’s Vested Shares. (A) The purchase price and terms of any such sale to the Company shall be at the same price and upon the same terms (including timing of a closing) as the Participant deems acceptable in the offer of sale from the third person. (B) The right of first refusal on the part of the Company shall be exercisable for sixty (60) days from the date as of which the Company has been furnished with written notice of the proposed Transfer. (C) If a sale of Participant’s Vested Shares is not completed within forty five (45) days after the expiration of the Company’s option to purchase and rights of first refusal provided for herein, then the Transfer may not be consummated without Participant again complying with the terms of this Section 2.2(a) and the provisions and restrictions of this Agreement shall continue to apply to such Shares. (D) If a sale of Participant’s Vested Shares to the third person is completed, then the provisions and restrictions of this Agreement shall continue to apply to such Shares in the hands of the third person. (E) If any Transfer subject to this Agreement involves a transaction other than a bona fide sale for a readily ascertainable sale price under fixed terms and conditions, then the rights of first refusal provided herein shall be administered and effectuated through the use of a price, terms and conditions which are fair and just under the circumstances, as reasonably determined by the Company. (b) The rights and options provided in Subsection (a) above shall not apply with respect to any Transfer to a revocable living trust, to the extent provided in Article V hereof. (c) The rights and options provided in Subsection (a) above shall terminate and be of no further force or effect upon the earlier to occur of (i) the date on which the Company consummates the sale of all or substantially all of the assets of the Company and/or the Shareholders consummate the sale of all or substantially all of the common capital stock of the Company, or (ii) the date on which 2012 ISO & NSO Plan Stock Restriction Agreement (Directors) 3 the common capital stock of the Company is first traded on any United States securities exchange or on any formal over-the-counter quotation system in general use in the United States.

Lifetime Transfers. While 6.1 So long as Buyer (along with all of its affiliates and subsidiaries) own at least 15% of all the issued and outstanding shares of the Company, none of the Insider Shares nor any interest in all or any part thereof may be sold, assigned, pledged, given or otherwise transferred or encumbered (except with respect to encumbrances arising from the purchase of Shares on margin), voluntarily or otherwise, to any other person or entity, except by complying with the terms, conditions and provisions of this Agreement is Agreement. Nothing herein shall restrict the right of Buyer to sell, assign, pledge or otherwise transfer any of the shares owned by Buyer. 6.2 Subject to the provisions of Sections 6.5 below, in forcethe event that any of the Insider Shareholders shall desire volun- tarily, Participant or shall not Transfer be required by law or this Agreement, directly or indirectly, or by action against the Insider Shares themselves, to sell, assign, pledge, give or otherwise transfer and encumber all or any portion of his the Insider Shares while he or it is living or in existence, as the case may be, such Insider Shareholder shall do so only as provided in either Section 6.3 or 6.4 hereof. 6.3 An Insider Shareholder may sell all or any portion of the Insider Shares owned by him or it as of the date of this Agreement or thereafter acquired pursuant to an existing option (directly and/or beneficially) to any other Shareholder, provided, however, that such Insider Shareholder shall first give written notice to Buyer (the "First Offer Notice") identifying the number of Insider Shares being offered (the "Offered Insider Shares"), except under the purchase price the Insider Shareholder proposes to be paid for the Offered Insider Shares and the terms of payment thereof (the "First Offer Price"), and any encumbrances with respect to any of the Offered Insider Shares. Within ten (10) days of the receipt of the First Offer Notice by Buyer, Buyer shall have an option to elect to purchase the Offered Insider Shares at the First Offer Price (the "Option"). The Option shall be deemed exercised upon written notice to the selling Insider Shareholder by Buyer, given prior to the expiration of the First Option Period. If the Option is not exercised or if the Option is exercised, but the Offered Insider Shares are not purchased by Buyer within ten (10) days of such exercise, then the selling Insider Shareholder shall be free, for a period of one hundred and fifty (150) days commencing from the date Buyer received the First Offer Notice to complete the sale of the Offered Insider Shares to any other Insider Shareholder at a price equal to or greater than and on terms not more favorable than the First Offer Price. 6.4 An Insider Shareholder who has received a bona fide third party offer (other than from another Shareholder) to purchase all or any portion of the Shares held by him or it as of the date of this AgreementAgreement or thereafter acquired pursuant to an existing option or who desires to sell all or any portion of the Shares held by him or it through a market maker or stockbroker authorized to sell the Shares (the "Selling Shareholder") shall serve notice upon Buyer (the "Notice to Sell") of the Selling Shareholder's desire to sell his Shares and identifying the number of Shares to be sold (the "Offered Shares"), the name and address of the person desiring to purchase the same (or in the case of a market maker and/or stockbroker the name, address and phone number of the market maker and/or stockbroker), the sale price and terms of payment of such sale or the price quoted by the market maker and/or stockbroker for the Offered Shares on the date of the Notice to Sell (the "Purchase Terms") and any encumbrances with respect to the Offered Shares. Buyer shall have a right of first refusal to purchase the Offered Shares from the Selling Shareholder in accordance with the Purchase Terms set forth in the Notice to Sell (except that with respect to Offered Shares being sold through a market maker or stockbroker, such shares shall be sold at the market price on the date Buyer elects to purchase the Offered Shares, provided, however, that in the event (i) the market price has fallen below the price set forth in the Notice to Sell by more than ten (10%) percent, the Selling Shareholder may withdraw the offer to sell and shall thereafter be precluded from proceeding with the sale of the Offered Shares without first having submitted to Buyer a new Notice to Sell or (ii) the market price has risen above the price set forth in the Notice to Sell by more than ten (10%) percent, Buyer may elect not to proceed with the purchase of the Offered Shares) by delivering notice of its intention to purchase the Offered Shares to the Selling Shareholder within ten (10) business days of its receipt of the Notice to Sell. In the event that there is any proposedBuyer shall refuse or fail to exercise its right of first refusal to purchase the Offered Shares from the Selling Shareholder as provided hereinabove, attempted or actual Transfer exercises its right of any or all first refusal but fails to purchase the Offered Shares within ten (10) days of Participant’s Vested Shares, then 2012 ISO & NSO Plan Stock Restriction Agreement (Directors) 2 prior its receipt of the Notice to accomplishment of such TransferSell, the Company shall have Selling Shareholder may proceed with the right sale of the Offered Shares to purchase such Vested Shares the bona fide third party purchaser or through the market maker and/or stockbroker in accordance with the terms Purchase Terms set forth in the Notice to Sell (or in the case of this Section. (aa sale through a market maker and/or stockbroker, at the market price quoted on the date of sale) Participant shall furnish the Company with written notice of the proposed Transferprovided, which notice shall identify the proposed transferee and fully describe the purchase price and other terms of the offer of however, that such sale from such proposed transferee. (1) The Company shall have the right and option, exercisable by written notice furnished to Participant must be consummated within sixty (60) days from of the date as of which the Company has been furnished with Notice to Sell. 6.5 Notwithstanding anything herein contained to the contrary, an Insider Shareholder may transfer all or any portion of the Shares owned by him by gift, devise, or bequest to an immediate family member upon written notice to Buyer, provided, however, that the provisions of this Section 6.5 shall not apply to or run to the benefit of such transferee, who shall otherwise remain obligated by the terms and provisions of this Agreement, as provided in Section 6.6 below. 6.6 In the event that any of the proposed Transfer, to acquire all but not less than all of Participant’s Vested Shares upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof. (2) If the Company timely exercises its option to purchase all of Participant’s Vested Shares as provided above, the purchase and sale of Participant’s Vested Insider Shares shall be completed at transferred to any person, firm, corporation or other entity, as permitted by and pursuant to any provision of this Agreement, as a closing condition precedent to be held within one hundred twenty (120) days from the date as transfer of which such shares on the Company has been furnished with the written notice books of the proposed Transfer. (3) If the Company does not exercise its option to purchase all of Participant’s Vested Shares as provided aboveCompany, then Participant may complete the Transfer for the purchase price and upon such other terms as are set forth in the Participant’s notice of the proposed Transfer; subject however to rights of first refusal on the part of the Company to purchase no less than all of the Participant’s Vested Shares. (A) The purchase price and terms of any such sale transferee must deliver to the Company shall be at the same price a properly authorized and upon the same terms (including timing of a closing) as the Participant deems acceptable in the offer of sale from the third person. (B) The right of first refusal on the part of the Company shall be exercisable for sixty (60) days from the date as of which the Company has been furnished with duly executed written notice of the proposed Transfer. (C) If a sale of Participant’s Vested Shares is not completed within forty five (45) days after the expiration of the Company’s option amendment to purchase and rights of first refusal provided for hereinthis Agreement, then the Transfer may not be consummated without Participant again complying with providing that such transferee accepts such shares subject to all the terms and conditions of this Section 2.2(a) Agreement relating to transfer and thereby acknowledge that the provisions and restrictions rights contained in Section 6.5 of this Agreement shall continue to not apply to such Shares. (D) If transferee. All certificates representing the shares transferred to such transferee shall bear a sale of Participant’s Vested Shares restrictive legend in form satisfactory to the third person Company. In the event that an attempt is completedmade to transfer, then or compel the transfer, of any of the Shares, or any interest therein, the voluntary or involuntary transferee shall have no interest in the shares, until the transferor, or his estate, as the case may be, shall have first complied with the applicable provisions and restrictions of this Agreement shall continue to apply to such Shares in the hands of the third personAgreement. (E) If any Transfer subject to this Agreement involves a transaction other than a bona fide sale for a readily ascertainable sale price under fixed terms and conditions, then the rights of first refusal provided herein shall be administered and effectuated through the use of a price, terms and conditions which are fair and just under the circumstances, as reasonably determined by the Company. (b) The rights and options provided in Subsection (a) above shall not apply with respect to any Transfer to a revocable living trust, to the extent provided in Article V hereof. (c) The rights and options provided in Subsection (a) above shall terminate and be of no further force or effect upon the earlier to occur of (i) the date on which the Company consummates the sale of all or substantially all of the assets of the Company and/or the Shareholders consummate the sale of all or substantially all of the common capital stock of the Company, or (ii) the date on which 2012 ISO & NSO Plan Stock Restriction Agreement (Directors) 3 the common capital stock of the Company is first traded on any United States securities exchange or on any formal over-the-counter quotation system in general use in the United States.

Lifetime Transfers. While this Agreement is in force, Participant shall not Transfer all or any portion of his Shares, except under the terms of this Agreement. In the event that there is any proposed, attempted or actual Transfer of any or all of Participant’s Vested Shares, then 2012 ISO & NSO Plan Stock Restriction Agreement (Directors) 2 prior to accomplishment of such Transfer, the Company shall have the right to purchase such Vested Shares in accordance with the terms of this Section. (a) Participant shall furnish the Company with written notice of the proposed Transfer, which notice shall identify the proposed transferee and fully describe the purchase price and other terms of the offer of sale from such proposed transferee. (1) The Company shall have the right and option, exercisable by written notice furnished to Participant within sixty (60) days from the date as of which the Company has been furnished with written notice of the proposed Transfer, to acquire all but not less than all of Participant’s Vested Shares upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof. (2) If the Company timely exercises its option right of first refusal to purchase all of Participant’s Vested Shares as provided above, the purchase and sale of Participant’s Vested Shares shall be completed at a closing to be held within one hundred twenty (120) days from the date as of which the Company has been furnished with the written notice of the proposed Transfer. (3) If the Company does not exercise its option right of first refusal to purchase all of Participant’s Vested Shares as provided above, then Participant may complete the Transfer for the purchase price and upon such other terms as are set forth in the Participant’s notice of the proposed Transfer; subject however to rights of first refusal on the part of the Company to purchase no less than all of the Participant’s Vested Shares.. Altair Engineering Inc. – NSO Plan Stock Restriction & Repurchase Agreement 2 Grants to Phantom Holders (A) The purchase price and terms of any such sale to the Company shall be at the same price and upon the same terms (including timing of a closing) as the Participant deems acceptable in the offer of sale from the third person. (B) The right of first refusal on the part of the Company shall be exercisable for a period of sixty (60) days from the date as of which the Company has been furnished with written notice of the proposed Transfer. (C) If a sale of Participant’s Vested Shares is not completed within forty five (45) days after the expiration of the Company’s option to purchase and rights of first refusal provided for herein, then the Transfer may not be consummated without Participant again complying with the terms of this Section 2.2(a) and the provisions and restrictions of this Agreement shall continue to apply to such Shares. (D) If a sale of Participant’s Vested Shares to the third person is completed, then the provisions and restrictions of this Agreement shall continue to apply to such Shares in the hands of the third person. (E) If any Transfer subject to this Agreement involves a transaction other than a bona fide sale for a readily ascertainable sale price under fixed terms and conditions, then the rights of first refusal provided herein shall be administered and effectuated through the use of a price, terms and conditions which are fair and just under the circumstances, as reasonably determined by the Company. (b) The rights and options provided in Subsection (a) above shall not apply with respect to any Transfer to a revocable living trust, to the extent provided in Article V hereof. (c) The rights and options provided in Subsection (a) above shall terminate and be of no further force or effect upon the earlier to occur of (i) the date on which the Company consummates the sale of all or substantially all of the assets of the Company and/or the Shareholders consummate the sale of all or substantially all of the common capital stock of the Company, or (ii) the date on which 2012 ISO & NSO Plan Stock Restriction Agreement (Directors) 3 the common capital stock of the Company is first traded on any United States securities exchange or on any formal over-the-counter quotation system in general use in the United States.

Lifetime Transfers. While this Agreement is in force, Participant shall not Transfer all or any portion of his Shares, except under the terms of this Agreement. In the event that there is any proposed, attempted or actual Transfer of any or all of Participant’s Vested Shares, then 2012 ISO & NSO Plan Stock Restriction Agreement (DirectorsKey EE) 2 prior to accomplishment of such Transfer, the Company shall have the right to purchase such Vested Shares in accordance with the terms of this Section. (a) Participant shall furnish the Company with written notice of the proposed Transfer, which notice shall identify the proposed transferee and fully describe the purchase price and other terms of the offer of sale from such proposed transferee. (1) The Company shall have the right and option, exercisable by written notice furnished to Participant within sixty (60) days from the date as of which the Company has been furnished with written notice of the proposed Transfer, to acquire all but not less than all of Participant’s Vested Shares upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof. (2) If the Company timely exercises its option to purchase all of Participant’s Vested Shares as provided above, the purchase and sale of Participant’s Vested Shares shall be completed at a closing to be held within one hundred twenty (120) days from the date as of which the Company has been furnished with the written notice of the proposed Transfer. (3) If the Company does not exercise its option to purchase all of Participant’s Vested Shares as provided above, then Participant may complete the Transfer for the purchase price and upon such other terms as are set forth in the Participant’s notice of the proposed Transfer; subject however to rights of first refusal on the part of the Company to purchase no less than all of the Participant’s Vested Shares. (A) The purchase price and terms of any such sale to the Company shall be at the same price and upon the same terms (including timing of a closing) as the Participant deems acceptable in the offer of sale from the third person. (B) The right of first refusal on the part of the Company shall be exercisable for sixty (60) days from the date as of which the Company has been furnished with written notice of the proposed Transfer. (C) If a sale of Participant’s Vested Shares is not completed within forty five (45) days after the expiration of the Company’s option to purchase and rights of first refusal provided for herein, then the Transfer may not be consummated without Participant again complying with the terms of this Section 2.2(a) and the provisions and restrictions of this Agreement shall continue to apply to such Shares. (D) If a sale of Participant’s Vested Shares to the third person is completed, then the provisions and restrictions of this Agreement shall continue to apply to such Shares in the hands of the third person. (E) If any Transfer subject to this Agreement involves a transaction other than a bona fide sale for a readily ascertainable sale price under fixed terms and conditions, then the rights of first refusal provided herein shall be administered and effectuated through the use of a price, terms and conditions which are fair and just under the circumstances, as reasonably determined by the Company. (b) The rights and options provided in Subsection (a) above shall not apply with respect to any Transfer to a revocable living trust, to the extent provided in Article V hereof. (c) The rights and options provided in Subsection (a) above shall terminate and be of no further force or effect upon the earlier to occur of (i) the date on which the Company consummates the sale of all or substantially all of the assets of the Company and/or the Shareholders consummate the sale of all or substantially all of the common capital stock of the Company, or (ii) the date on which 2012 ISO & NSO Plan Stock Restriction Agreement (DirectorsKey EE) 3 the common capital stock of the Company is first traded on any United States securities exchange or on any formal over-the-counter quotation system in general use in the United States.