Common use of Mutual Right of First Refusal Clause in Contracts

Mutual Right of First Refusal. Distributor shall have the right of first refusal during the Term (the “Distributor ROFR”) to serve as the distributor of the Products for any fuel cell generation project in the Territory that is not subject to an Exception to Distributor ROFR. The Parties will follow the framework set forth in the CCA for future SOEC distributorship rights for the Distributor. Company shall have the right of first refusal during the Term (the “Company ROFR”; and each of Distributor ROFR and Company ROFR, a “ROFR”) to serve as Distributor’s supplier of the generation equipment for any fuel cell generation project in the Territory that is not subject to an Exception to Company ROFR. Each ROFR is exercisable within ninety (90) days (“ROFR Exercise Period”) from the date that Company or Distributor, as applicable, delivers written notice to the counterparty, requesting such counterparty’s determination of whether it will exercise its ROFR for such project. When a Party requests the counterparty’s determination of whether it will exercise its ROFR for a project the Party requesting such determination shall continue to serve as the supplier or distributor (as applicable to Company or Distributor, respectively) for such project.

Mutual Right of First Refusal. Distributor shall have the right of first refusal during the Term (the “Distributor ROFR”) to serve as the distributor of the Products for any fuel cell generation project in the Territory that is not subject to an Exception to Distributor ROFR. The Parties will follow the framework set forth in the CCA for future SOEC distributorship rights for the Distributor. Company shall have the right of first refusal during the Term (the “Company ROFR”; and each of Distributor ROFR and Company ROFR, a “ROFR”) to serve as Distributor’s supplier of the generation equipment for any fuel cell generation project in the Territory that is not subject to an Exception to Company ROFR. Each ROFR is exercisable within ninety (90) days (“ROFR Exercise Period”) from the date that Company or Distributor, as applicable, delivers written notice to the counterparty, requesting such counterparty’s determination of whether it will exercise its ROFR for such project. When a Party requests the counterparty’s determination of whether it will exercise its ROFR for a project, then notwithstanding whether the ROFR Exercise Period for such project is terminated pursuant to Section 2(e)(ii)(1)b, the Party requesting such determination shall continue to serve as the supplier or distributor (as applicable to Company or Distributor, respectively) for such project.