Common use of Restrictions on Transfer of Shares of Stock Clause in Contracts

Restrictions on Transfer of Shares of Stock. (i) Subject to Section 3.8, if the Participant would like to transfer any vested Restricted Shares, the Participant shall give a written “Transfer Notice” to the Company describing the proposed transfer, including: (A) the number of shares of Common Stock to be transferred in such transfer (“Offered Shares”); (B) the identity of the prospective transferee(s); and (C) the consideration and other material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Participant has received a bona fide offer from the prospective transferee(s) and in good faith reasonably believes a binding agreement for the transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposals, term sheets, letters of intent or other agreements relating to the proposed transfer. (ii) The Company shall have the right (but not the obligation) to purchase all or any part of the Offered Shares on the terms of the proposal described in the Transfer Notice (a “Right of First Refusal”) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date on which the Transfer Notice is received by the Company. If the Company provides such notice to the Participant, then the closing of the Company’s purchase of the Offered Shares with respect to which it elects to exercise its Right of First Refusal shall occur no later than forty-five (45) days after the Company’s receipt of the Transfer Notice. To the extent that the Company does not fully exercise its Right of First Refusal to purchase some or all of the Offered Shares within the applicable time period, the Participant may, not later than sixty (60) days following receipt of the Transfer Notice by the Company, transfer the Offered Shares to the proposed transferee on the terms and conditions described in the Transfer Notice, subject to the transferee executing and delivering an agreement with the Company granting the Company a Right of First Refusal with respect such shares of Common Stock on terms and conditions the same, in all material respects, as those set forth in this Section 3.6. Any proposed transfer of the Offered Shares occurring after such sixty (60) day time period or on terms and conditions different from those described in the Transfer Notice shall again be subject to the Right of First Refusal and require compliance with the procedure described above. The Company may, at its option, pay the purchase price for shares of Common Stock purchased in exercise of its Right of First Refusal in three (3) or fewer annual installments, the first of which shall be paid upon the closing of the purchase. Interest shall accrue on the installments at the applicable federal rate (as determined for purposes of Section 1274 of the Code) in effect on the date on which the purchase is made. (iii) The Company may assign its Right of First Refusal under this Section 3.6 in whole or in part, to: (A) any holder of stock or other securities of the Company; (B) any affiliate of the Company; or (C) any other person that the Board determines has a sufficient relationship with or interest in the Company, upon written consent of the Board. The Company shall give reasonable written notice to the Participant of any such assignment. (iv) The restrictions of this Section 3.6 apply to the Participant and any person to whom the Restricted Stock is sold, pledged, assigned, bequeathed, gifted, transferred or otherwise disposed of, without regard to the number of such subsequent transferees or the manner in which they acquire the Common Stock.

Restrictions on Transfer of Shares of Stock. (i) Unvested Restricted Shares cannot be transferred or pledged to any individual or entity or for any purpose without the prior written consent of the Company. Any attempt to effect a transfer or pledge of unvested Restricted Shares without such consent shall be null and void. (ii) Subject to Section 3.8, if the Participant would like to transfer any vested Restricted Shares, the Participant shall give a written “Transfer Notice” to the Company describing the proposed transfer, including: (Aa) the number of shares of Common Stock to be transferred in such transfer (“Offered Shares”); (Bb) the identity of the prospective transferee(s); and (Cc) the consideration and other material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Participant has received a bona fide offer from the prospective transferee(s) and in good faith reasonably believes a binding agreement for the transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposals, term sheets, letters of intent or other agreements relating to the proposed transfer. (ii) . The Company shall have the right (but not the obligation) to purchase all or any part of the Offered Shares on the terms of the proposal described in the Transfer Notice (a “Right of First Refusal”) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date on which the Transfer Notice is received by the Company. If the Company provides such notice to the Participant, then the closing of the Company’s purchase of the Offered Shares with respect to which it elects to exercise its Right of First Refusal shall occur no later than forty-five (45) days after the Company’s receipt of the Transfer Notice. To the extent that the Company does not fully exercise its Right of First Refusal to purchase some or all of the Offered Shares within the applicable time period, the Participant may, not later than sixty (60) days following receipt of the Transfer Notice by the Company, transfer the Offered Shares to the proposed transferee on the terms and conditions described in the Transfer Notice, subject to the transferee executing and delivering an agreement with the Company granting the Company a Right of First Refusal and a Call Right (as defined in Section 3.7) with respect to such shares of Common Stock on terms and conditions the same, in all material respects, as those set forth in this Section 3.6. Any proposed transfer of the Offered Shares occurring after such sixty (60) day time period or on terms and conditions different from those described in the Transfer Notice shall again be subject to the Right of First Refusal and require compliance with the procedure described above. The Company may, at its option, pay the purchase price for shares of Common Stock purchased in exercise of its Right of First Refusal in three (3) or fewer annual installments, the first of which shall be paid upon the closing of the purchase. Interest shall accrue on the installments at the applicable federal rate (as determined for purposes of Section 1274 of the Code) in effect on the date on which the purchase is made. (iii) The Company may assign its Right of First Refusal under this Section 3.6 in whole or in part, to: (A) any holder of stock or other securities of the Company; (B) any affiliate of the Company; or (C) any other person that the Board determines has a sufficient relationship with or interest in the Company, upon written consent of the Board. The Company shall give reasonable written notice to the Participant of any such assignment. (iv) The restrictions of this Section 3.6 apply to the Participant and any person to whom the Restricted Stock is sold, pledged, assigned, bequeathed, gifted, transferred or otherwise disposed of, without regard to the number of such subsequent transferees or the manner in which they acquire the Common Stock.