Common use of Option and Right of First Refusal Clause in Contracts

Option and Right of First Refusal. (a) CystoMedix hereby grants Uroplasty the exclusive right and option to acquire all but not less than all of the assets of CystoMedix (the “Option”) pursuant to the asset purchase agreement attached as Exhibit A hereto (the “Asset Purchase Agreement”). Uroplasty may exercise this Option at any time beginning on January 1, 2006, but not later than 5:00 p.m. Central Time on June 30, 2008, by providing an executed copy of the Asset Purchase Agreement to CystoMedix. (b) In addition, if at any time before Uroplasty exercises its Option (including prior to the date that Uroplasty may first exercise the Option), CystoMedix receives a bona fide written offer by a third party, acceptable to CystoMedix, for the “Sale and Purchase” (as defined below) of CystoMedix (the “Written Offer”), Uroplasty shall have the first right and option (the “Right of First Refusal”) to consummate the transaction described in the Written Offer (at Uroplasty’s sole election) either (a) on the terms and conditions described in the Written Offer or (b) pursuant to the terms of the Asset Purchase Agreement. Upon receipt of the Written Offer, CystoMedix shall immediately deliver a copy of the Written Offer to Uroplasty. Uroplasty shall exercise its Right of First Refusal by giving written notice to CystoMedix within thirty (30) days of receiving a copy of the Written Offer. In the event that Uroplasty does not exercise the Right of First Refusal, CystoMedix may consummate a Sale and Purchase transaction pursuant to the terms of the Written Offer within 120 days of the date of the Written Offer; provided, that the purchaser or successor to CystoMedix or its assets agrees in writing to be bound by the provisions of this Agreement (including Uroplasty’s Option rights with respect to the assets or business formerly of CystoMedix that is purchased or otherwise acquired by the purchaser or successor pursuant to the Sale and Purchase transaction). If CystoMedix does not consummate the Sale and Purchase transaction within such 120-day period, the Right of First Refusal shall thereafter again apply. The term “Sale and Purchase” includes one or a combination of (a) a sale of all or substantially all of the assets of CystoMedix, (b) an issuance, sale or transfer of CystoMedix’s equity securities (including securities convertible into equity securities) representing a majority interest of CystoMedix following the consummation of the transaction, (c) a merger or consolidation of CystoMedix with or into another company or entity or (d) other similar extraordinary corporate transaction.

Option and Right of First Refusal. (a) CystoMedix Except as otherwise provided herein, the Company is hereby grants Uroplasty granted the exclusive option and right and option to acquire all but not less than purchase any or all of the assets of CystoMedix (the “Option”) pursuant to the asset purchase agreement attached as Exhibit A hereto (the “Asset Purchase Agreement”). Uroplasty may exercise this Option at any time beginning on January 1, 2006, but not later than 5:00 p.m. Central Time on June 30, 2008, by providing an executed copy shares of the Asset Purchase Agreement Optionee's Stock that the Optionee proposes to CystoMedix. (b) In additionsell, if assign, transfer or dispose of in any manner at any time before Uroplasty exercises its Option or after termination of the Optionee's employment by the Company. The Optionee shall deliver to the Company, not less than sixty (including 60) days prior to the anticipated date of consummation of a proposed sale, assignment, transfer or other disposition, a written notice setting forth the anticipated date of such transaction, the number of shares of Stock that Uroplasty may first exercise are to be the Option)subject of such transaction, CystoMedix receives a bona fide written offer by a third partythe names and addresses of the prospective parties thereto, acceptable to CystoMedix, for the “Sale proposed consideration and Purchase” (as defined below) terms of CystoMedix payment and other material facts related thereto (the “Written Offer”"Notice of Transaction"), Uroplasty . The Company shall have the first right and to exercise the option (the “Right of First Refusal”) to consummate the transaction described in the Written Offer (at Uroplasty’s sole election) either (a) on the terms and conditions described in the Written Offer or (b) pursuant created hereunder by delivering to the terms of the Asset Purchase Agreement. Upon receipt of the Written OfferOptionee, CystoMedix shall immediately deliver a copy of the Written Offer to Uroplasty. Uroplasty shall exercise its Right of First Refusal by giving written notice to CystoMedix within thirty (30) days of receiving delivery of such Notice of Transaction, a copy written notice indicating that it is exercising this option and setting forth the number of shares to be acquired (the "Notice of Exercise"). The purchase price for the shares shall be the purchase price set forth in the Notice of Transaction which has been agreed to by the prospective parties (the "Offer Price"). At its option, the Company may pay the Offer Price either in cash or by issuance of a thirty-six month promissory note as described in Section B.1.3 hereof. The Company's election with respect to form of payment shall be set forth in the Notice of Exercise. The closing of the Written Offeroption created hereunder shall take place at the office of the Company or at such other location as the Company and the Optionee mutually shall agree not more than thirty (30) days after the delivery by the Company of the Notice of Exercise. If, at the closing under this Section B.2.1, the shares are purchased by the Company by payment in full in cash, the Optionee shall deliver to the Company all of the certificates of Stock and stock powers of the Optionee that the Company is hereby repurchasing, or if, at the closing, any portion of the Offer Price is not paid in cash, the Company's attorneys shall retain and hold all of the certificates of Stock of the Optionee and all stock powers that the Company has elected to repurchase as collateral security for the payment of the Offer Price and any interest thereon until the Company shall have paid said Offer Price and interest in full. As soon as payment of said Offer Price and interest shall be made in full, the Company's attorneys shall deliver to the Company any and all of the Certificates of Stock and stock powers of the Optionee that the Company has repurchased. In the event that Uroplasty does not exercise the Right balance of First Refusalthe note, CystoMedix if any, including interest thereon, shall be accelerated and such balance shall remain unpaid for a period of thirty (30) days thereafter, the Optionee may consummate a Sale cause to be sold at public or private sale the Stock held as security hereunder for such note. The proceeds of any such sale, less the reasonable expenses incurred in connection therewith, shall be applied toward the payment of the balance due under such note and Purchase transaction pursuant the excess, if any, shall be turned over to the terms of the Written Offer within 120 days of the date of the Written Offer; provided, that the purchaser or successor to CystoMedix or its assets agrees in writing to be bound by the provisions of this Agreement (including Uroplasty’s Option rights with respect to the assets or business formerly of CystoMedix that is purchased or otherwise acquired by the purchaser or successor pursuant to the Sale and Purchase transaction). If CystoMedix does not consummate the Sale and Purchase transaction within such 120-day period, the Right of First Refusal shall thereafter again apply. The term “Sale and Purchase” includes one or a combination of (a) a sale of all or substantially all of the assets of CystoMedix, (b) an issuance, sale or transfer of CystoMedix’s equity securities (including securities convertible into equity securities) representing a majority interest of CystoMedix following the consummation of the transaction, (c) a merger or consolidation of CystoMedix with or into another company or entity or (d) other similar extraordinary corporate transactionCompany.

Option and Right of First Refusal. (a) CystoMedix Except as otherwise provided herein, the Company is hereby grants Uroplasty granted the exclusive option and right and option to acquire all but not less than purchase any or all of the assets of CystoMedix (the “Option”) pursuant to the asset purchase agreement attached as Exhibit A hereto (the “Asset Purchase Agreement”). Uroplasty may exercise this Option at any time beginning on January 1, 2006, but not later than 5:00 p.m. Central Time on June 30, 2008, by providing an executed copy shares of the Asset Purchase Agreement Optionee's Stock that the Optionee proposes to CystoMedix. (b) In additionsell, if assign, transfer or dispose of in any manner at any time before Uroplasty exercises its Option or after termination of the Optionee's affiliation by the Company. The Optionee shall deliver to the Company, not less than sixty (including 60) days prior to the anticipated date of consummation of a proposed sale, assignment, transfer or other disposition, a written notice setting forth the anticipated date of such transaction, the number of shares of Stock that Uroplasty may first exercise are to be the Option)subject of such transaction, CystoMedix receives a bona fide written offer by a third partythe names and addresses of the prospective parties thereto, acceptable to CystoMedix, for the “Sale proposed consideration and Purchase” (as defined below) terms of CystoMedix payment and other material facts related thereto (the “Written Offer”"Notice of Transaction"), Uroplasty . The Company shall have the first right and to exercise the option (the “Right of First Refusal”) to consummate the transaction described in the Written Offer (at Uroplasty’s sole election) either (a) on the terms and conditions described in the Written Offer or (b) pursuant created hereunder by delivering to the terms of the Asset Purchase Agreement. Upon receipt of the Written OfferOptionee, CystoMedix shall immediately deliver a copy of the Written Offer to Uroplasty. Uroplasty shall exercise its Right of First Refusal by giving written notice to CystoMedix within thirty (30) days of receiving delivery of such Notice of Transaction, a copy written notice indicating that it is exercising this option and setting forth the number of shares to be acquired (the "Notice of Exercise"). The purchase price for the shares shall be the purchase price set forth in the Notice of Transaction which has been agreed to by the prospective parties (the "Offer Price"). At its option, the Company may pay the Offer Price either in cash or by issuance of a thirty-six month promissory note as described in Section B.1.3 hereof. The Company's election with respect to form of payment shall be set forth in the Notice of Exercise. The closing of the Written Offeroption created hereunder shall take place at the office of the Company or at such other location as the Company and the Optionee mutually shall agree not more than thirty (30) days after the delivery by the Company of the Notice of Exercise. If, at the closing under this Section B.2.1, the shares are purchased by the Company by payment in full in cash, the Optionee shall deliver to the Company all of the certificates of Stock and stock powers of the Optionee that the Company is hereby repurchasing, or if, at the closing, any portion of the Offer Price is not paid in cash, the Company's attorneys shall retain and hold all of the certificates of Stock of the Optionee and all stock powers that the Company has elected to repurchase as collateral security for the payment of the Offer Price and any interest thereon until the Company shall have paid said Offer Price and interest in full. As soon as payment of said Offer Price and interest shall be made in full, the Company's attorneys shall deliver to the Company any and all of the Certificates of Stock and stock powers of the Optionee that the Company has repurchased. In the event that Uroplasty does not exercise the Right balance of First Refusalthe note, CystoMedix if any, including interest thereon, shall be accelerated and such balance shall remain unpaid for a period of thirty (30) days thereafter, the Optionee may consummate a Sale cause to be sold at public or private sale the Stock held as security hereunder for such note. The proceeds of any such sale, less the reasonable expenses incurred in connection therewith, shall be applied toward the payment of the balance due under such note and Purchase transaction pursuant the excess, if any, shall be turned over to the terms of the Written Offer within 120 days of the date of the Written Offer; provided, that the purchaser or successor to CystoMedix or its assets agrees in writing to be bound by the provisions of this Agreement (including Uroplasty’s Option rights with respect to the assets or business formerly of CystoMedix that is purchased or otherwise acquired by the purchaser or successor pursuant to the Sale and Purchase transaction). If CystoMedix does not consummate the Sale and Purchase transaction within such 120-day period, the Right of First Refusal shall thereafter again apply. The term “Sale and Purchase” includes one or a combination of (a) a sale of all or substantially all of the assets of CystoMedix, (b) an issuance, sale or transfer of CystoMedix’s equity securities (including securities convertible into equity securities) representing a majority interest of CystoMedix following the consummation of the transaction, (c) a merger or consolidation of CystoMedix with or into another company or entity or (d) other similar extraordinary corporate transactionCompany.

Option and Right of First Refusal. (a) CystoMedix hereby grants Uroplasty Lessee shall have the exclusive right and option to acquire all but not less than all of the assets of CystoMedix (the “Option”) pursuant ), exercisable at any time during the Term, to lease the asset purchase agreement attached as Exhibit A hereto 24th floor of the Building (the “Asset Purchase AgreementExpansion Space”) upon the same terms and conditions that apply to the Premises (specifically including without limitation, the Rent on the per rentable square foot basis that is applicable to the Premises), provided the Expansion Space is not at such time subject to a bona fide lease to another tenant. Uroplasty may In the event Lessee should exercise the Option, the parties will within thirty (30) days from date of such notice enter into and execute an amendment to this Option at any time beginning on January 1, 2006, but not later than 5:00 p.m. Central Time on June 30, 2008, by providing an executed copy Lease which will incorporate the Expansion Space into and as a part of the Asset Purchase Agreement to CystoMedixPremises as provided in subsection (e) of this Section 9.15. (b) In addition, if Lessor also agrees that at any time before Uroplasty exercises its Option (including prior to the date that Uroplasty may first exercise end of the Option)Lease Term, CystoMedix if Lessor receives a bona fide written offer by letter of intent from a prospective third party, party tenant acceptable to CystoMedix, for the “Sale and Purchase” (as defined below) of CystoMedix Lessor (the “Written OfferProposal”)) to lease the Expansion Space, Uroplasty Lessor shall notify Lessee in writing of the lease term and the portion of the Expansion Space to be leased pursuant to the Proposal, and Lessee shall have the first right and option (the “Right of First Refusal”) within thirty (30) days from the date of receipt of notice of the Proposal and Lessor's notice to consummate Lessee to advise Lessor in writing that Lessee agrees to lease that portion of the transaction described Expansion Space contained in the Written Proposal (the “Offer (at Uroplasty’s sole election) either (a) on Space”), which notice shall constitute a binding obligation to lease the Offer Space in its present condition upon the terms and conditions described in the Written Offer or (b) pursuant that apply to the terms Premises (specifically including without limitation, Rent on the per rentable square foot basis that is applicable to the Premises), except as modified by this Section. Failure by Lessee to notify Lessor of its exercise of the Asset Purchase Agreement. Upon receipt Right of First Refusal within the Written Offer, CystoMedix time specified shall immediately deliver a copy of the Written Offer be deemed an election by Lessee not to Uroplasty. Uroplasty shall exercise its Right of First Refusal with respect to such Proposal. The Right of First Refusal shall not terminate until the entire Expansion Space has been included in the Premises pursuant to this Section. (c) So long as the Expansion Space is encumbered by giving written notice to CystoMedix within thirty (30) days of receiving a copy of the Written Offer. In the event that Uroplasty does not exercise the Right of First Refusal, CystoMedix may consummate any leasehold interest granted in favor of a Sale third party in accordance with this Section within the Expansion Space shall not exceed a five (5) year term, including option or renewal terms, and Purchase transaction Lessor shall use its best efforts to obtain the right to relocate such tenant in such lease agreement. (d) Lessee's obligation to pay Rent on any additional leased premises added pursuant to the terms of this Section (the Written Offer within 120 “Additional Premises”) shall commence on the date which is the earlier of (i) six months from the date that exclusive possession of the Expansion Space (or applicable portion thereof) is delivered to Lessee or (ii) thirty (30) days of from the date of the Written Offer; issuance of the certificate of occupancy for the applicable portion of the Expansion Space. If Lessee exercises the Option or the Right of First Refusal, Lessor shall contribute to the cost of Lessee’s improvement of such space at the rate of $65.00 per rentable square foot of such improved space provided, however, that Lessor’s contribution shall be amortized over the purchaser or successor to CystoMedix or its assets agrees Initial Term by multiplying the contribution times a fraction, the numerator of which is the number of calendar months and portion thereof remaining in writing to the Initial Term as of the date(s) of the exercise of the option(s) by Lessee, and the denominator of which is the total number of months in the Initial Term. Construction of Lessee’s improvements shall be bound by performed in accordance with the provisions of this Agreement (including Uroplasty’s Option rights Section 5.03, and Lessor shall cooperate with respect Lessee in providing access to the assets Building and the Expansion Space for Lessee’s contractors and material suppliers. (e) Upon the exercise of either the Option or business formerly the Right of CystoMedix First Refusal, all rental obligations of Lessee contained in this Lease, including without limitation, the definition of “Lessee’s Share” shall be adjusted to reflect the increase in the area of the Premises. Prior to delivery of possession, Lessor and Lessee shall execute an amendment to this Lease reflecting and confirming the addition to the Premises of the Additional Premises, the additional Base Rent caused thereby, the change in Lessee’s Share caused thereby and any other revisions necessary due to the addition of the Additional Premises to the Premises and providing that all other terms and conditions of this Lease shall apply to the Additional Premises. (f) It is purchased or otherwise acquired understood and agreed by the purchaser parties hereto that Lessee cannot exercise the Option or successor pursuant to the Sale and Purchase transaction). If CystoMedix does not consummate the Sale and Purchase transaction within such 120-day period, the Right of First Refusal under this Section during any period of time that there exists an uncured Default. In no event shall thereafter again apply. The term “Sale and Purchase” includes one or the occurrence of a combination of (a) a sale of all or substantially all of Default extend the assets of CystoMedix, (b) an issuance, sale or transfer of CystoMedix’s equity securities (including securities convertible into equity securities) representing a majority interest of CystoMedix following the consummation of the transaction, (c) a merger or consolidation of CystoMedix with or into another company or entity or (d) other similar extraordinary corporate transactiontime period that Lessee has to exercise such right.