Common use of Restrictions on Transfer and Right of First Refusal Clause in Contracts

Restrictions on Transfer and Right of First Refusal. (a) In the event that the Optionee intends to complete any assignment, sale, pledge, mortgage, hypothecation, encumbrance, disposition or any other transfer of any Option Shares (the “Proposed Transfer”), the Optionee will provide written notice to the Company of such Proposed Transfer, including the identity of the proposed transferee and a description of the consideration to be paid for such transfer. The Optionee shall not complete any Proposed Transfer unless and until it receives the written consent of the Company with respect to such Proposed Transfer, and any such Proposed Transfer completed prior to obtaining such approval shall be void. In addition to the right to consent to such Proposed Transfer, the Company shall have thirty (30) days after delivery of such notice to elect to purchase all of such Option Shares for a price equal to the price to be paid in the Proposed Transfer. In the event that the consideration in the Proposed Transfer includes consideration consisting of property other than cash, the price to be paid by the Company shall be the fair market value of all such consideration (as determined by the Board of Directors in good faith), to be paid in cash. If the Company provides written notice of its election to purchase the Option Shares, the closing of the purchase and sale will take place on a date designated by the Company not later than ten (10) days after the date of the Company’s notice, and the closing shall be held at the Company’s headquarters. (b) If the Company provides its consent with respect to the Proposed Transfer and does not elect to exercise its right under this Section 16 to purchase the Optioned Shares, the Optionee shall be free to complete the Proposed Transfer with respect to the Option Shares. However, if the Optionee does not complete the Proposed Transfer for the Option Shares within sixty (60) days after the original notice of transfer, any subsequent Proposed Transfer shall be once again subject to the provisions of this Section 16. (c) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Common Stock of the Optionee (and the shares or securities of every other person subject to the foregoing restriction) and print legends on the certificates representing the Optioned Shares referring to the restrictions set forth in this Section 16. (d) The provisions of this Section 16 will not apply to: (i) any transfer for no consideration to the Optionee’s family members or in connection with bona fide estate planning activities, provided that the transferee agrees in writing to be bound by the provisions of Sections 15 and 16; and (ii) any transfer in connection with a sale of all or substantially all of the Company’s outstanding Common Stock pursuant to a transaction approved by the Board of Directors of the Company; and (iii) any transfer pursuant to the Company’s initial public offering of its Common Stock. (e) The provisions of this Section 16 will terminate upon completion of the Company’s initial public offering of its Common Stock.

Restrictions on Transfer and Right of First Refusal. The Company shall have the right, at its sole discretion, to acquire any Shares issued upon the exercise of the Option as specified below: (a) In the event that the Optionee intends to complete incurs a Termination of Service for any assignment, sale, pledge, mortgage, hypothecation, encumbrance, disposition or any other transfer of any Option Shares (the “Proposed Transfer”), the Optionee will provide written notice to the Company of such Proposed Transfer, including the identity of the proposed transferee and a description of the consideration to be paid for such transfer. The Optionee shall not complete any Proposed Transfer unless and until it receives the written consent of the Company with respect to such Proposed Transfer, and any such Proposed Transfer completed prior to obtaining such approval shall be void. In addition to the right to consent to such Proposed Transferreason, the Company shall have the right to acquire from the Optionee all or a portion of such Shares for cash in an amount equal to Fair Market Value of the Shares on the date of the termination by giving written notice thereof to the Optionee not more than 210 days after such termination, such notice to include the number of Shares to be acquired by the Company, the closing date of such acquisition (which shall not be more than thirty (30) days after delivery the date of such notice to elect to purchase all notice), and the Fair Market Value of such Shares on the date of the Termination of Service. (b) Any Shares acquired pursuant to exercise of the Option shall be subject to a “right of first refusal” in favor of the Company. The right of first refusal shall provide that, prior to any transfer of the Shares by the Optionee, the Shares must first be offered for purchase in writing to the Company at a price equal to the bona fide written purchase price to be paid in the Proposed Transferoffered by an independent prospective buyer. In the event that the consideration in the Proposed Transfer includes consideration consisting of property other than cash, the price to be paid by the The Company shall be have a total of fourteen (14) days after written notice to exercise the fair market value right of all such consideration (as determined by the Board of Directors in good faith), to be paid in cashfirst refusal. If the Company provides right of first refusal is not exercised, such Shares may be sold according to the terms of the written notice offer, or otherwise such Shares shall remain subject to a right of its election first refusal. Notwithstanding the foregoing, the Shares acquired pursuant to purchase exercise of the Option Sharesshall not be subject to the right of refusal if such Shares are listed on any nationally recognized exchange or quoted on The Nasdaq Stock Market or other over the counter market, without regard to other facts and circumstances, including but not limited to, the closing market price or volume of the purchase and sale will take place on a date designated by volume of trading activity. (c) The Optionee shall not be permitted to transfer any Shares acquired pursuant to the exercise of the Option to any person or entity other than shareholders or option-holders of the Company not later than ten (10) days after without the date prior written consent of the Company’s notice, and the closing shall be held at the Company’s headquarters. (bd) If the Company provides its consent with respect to the Proposed Transfer and does not elect to exercise its right under this Section 16 to purchase the Optioned Shares, the Optionee shall be free to complete the Proposed Transfer with respect All Shares issued pursuant to the Option Shares. However, if the Optionee does not complete the Proposed Transfer for the Option granted herein shall bear a legend noting that such Shares within sixty (60) days after the original notice of transfer, any subsequent Proposed Transfer shall be once again are subject to the provisions of this Section 16. subsections (a), (b) and (c) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Common Stock of the Optionee (and the shares or securities of every other person subject to the foregoing restriction) and print legends on the certificates representing the Optioned Shares referring to the restrictions set forth in this Section 16above. (d) The provisions of this Section 16 will not apply to: (i) any transfer for no consideration to the Optionee’s family members or in connection with bona fide estate planning activities, provided that the transferee agrees in writing to be bound by the provisions of Sections 15 and 16; and (ii) any transfer in connection with a sale of all or substantially all of the Company’s outstanding Common Stock pursuant to a transaction approved by the Board of Directors of the Company; and (iii) any transfer pursuant to the Company’s initial public offering of its Common Stock. (e) The provisions of this Section 16 will terminate upon completion of the Company’s initial public offering of its Common Stock.