Common use of Right of First Purchase Clause in Contracts

Right of First Purchase. (a) If the Member receives a bona fide offer to purchase all or any portion of its Membership Interest in other than a Permitted Transfer, which offer the Member intends to accept, or if a Member makes a bona fide offer to sell all or any portion of its Membership Interest in other than a Permitted Transfer, which offer a third party intends to accept, then that Member (the “Selling Member”) shall notify the Company in writing (“Notice of Transfer”) of the proposed sale or transfer and that Notice of Transfer shall set forth the portion of the Membership Interest to be sold or transferred and the identity of the prospective transferee, and the price and other terms and conditions of the proposed sale or transfer. For a period of thirty (30) days after the Company’s receipt from the Selling Member of a Notice of Transfer, the Company shall have an option (the “Transfer Option”) to purchase the Membership Interest that is identified in the Notice of Transfer. The purchase price per percentage of ownership of the Membership Interest and the terms of sale for the Membership Interest to be purchased pursuant to the Transfer Option shall be the price and terms identified in the Notice of Transfer or, in the event of a transfer by gift, bequest or operation of state laws of succession or inheritance, the fair market value of the Membership Interest to be transferred as determined by an independent appraiser selected by the Company. If the Company exercises the Transfer Option within the thirty (30) day period, then it shall have a period of ninety (90) days after the exercise of the Transfer Option to arrange financing for and close the purchase transaction. (b) If the Company (i) does not exercise the option granted pursuant to Section 8.2(a) to purchase all of the Membership Interests subject to the Notice of Transfer, or (ii) fails or refuses to perform its purchase obligations after that exercise within the ninety (90) day period specified in Section 8.2(a), then the Membership Interests that are the subject matter of the Notice of Transfer may be sold or transferred by the Selling Member, subject to the provisions of Section 8.4 (unless the transfer is to an existing Member) for a period of thirty (30) days after the end of the ninety (90) day period specified in Section 8.2(a), to the transferee identified in the Notice of Transfer at the purchase price and on the terms specified in the Notice of Transfer. (c) The closing of any purchase transaction pursuant to Section 8.2(a) above shall take place no later than on the ninetieth (90th) day after notice of exercise of the refusal right (as more particularly set forth in Section 8.2(a)) at the offices of the Company or at another time and place as the parties mutually agree. At the closing, the Selling Member shall deliver the Membership Interest free and clear of all liens, claims, pledges, encumbrances and restrictions against delivery to it of the purchase price required by Section 8.2(a).

Right of First Purchase. (a) If The Company recognizes that Buyer and its Affiliates are currently engaged and may in the Member receives a bona fide offer future engage in the same or similar activities or lines of business as the Company’s and its Subsidiaries’ business, which activities or lines of business may compete with the Company’s and its Subsidiaries’ business, and that Buyer and its Affiliates will continue in such businesses following the date hereof. Accordingly, subject only to purchase all Section 6.02(b) and the provisions of any employment agreement, consulting agreement or other written agreement with the Company, Buyer, its Affiliates, and any agent, representative, officer, director, employee of Buyer or any portion of its Membership Interest Affiliates, may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others, whether or not such other enterprises shall be in competition with or operating the same or similar businesses as the Company or any of its Subsidiaries, and no such Person shall have any obligation or duty to bring business opportunities to the attention of the Company or any of its Subsidiaries, other than those business opportunities that were offered to or intended to be directed towards the Company or its Subsidiaries or were made aware or available to such Person solely as a Permitted Transfer, which offer the Member intends to acceptresult of such Person’s position with, or if a Member makes a bona fide offer to sell all during the course of the performance of such Person’s duties to, the Company or any portion of its Membership Interest in other than a Permitted TransferSubsidiaries. (b) From the date hereof until the earliest of (i) the first date upon which Buyer and its Affiliates no longer Beneficially Own Voting Securities representing at least 15% of the Total Voting Power, which offer a third party intends (ii) the date of consummation by Buyer of any 100% Acquisition Proposal permitted under the terms of this Agreement and (iii) any termination of this Agreement pursuant to accept, then that Member Section 12.01 (the “Selling MemberFirst Purchase Period”), Buyer agrees that it will not and will not permit any of its Affiliates to acquire, directly or indirectly, for its own account, solely or jointly with others, control of any Competing Business without first offering to the Company the right to acquire such Competing Business in the manner provided in Section 6.02(c) below. (c) If, at any time during the First Purchase Period, Buyer desires to acquire control of a Competing Business, it shall deliver a written notice to the Company (the “First Purchase Notice”) shall notify identifying the Company in writing (“Notice of Transfer”) of Competing Business and setting forth, to the extent then known by Buyer, the material terms upon which such acquisition is proposed sale or transfer and that Notice of Transfer shall set forth the portion of the Membership Interest to be sold or transferred and the identity of the prospective transferee, and the price and other terms and conditions of the proposed sale or transfermade. For a period of thirty (30) days Not later than ten Business Days after the Company’s receipt from the Selling Member of a Notice of TransferFirst Purchase Notice, the Company shall have an option deliver to Buyer a written response (the a “Transfer OptionPurchase Response Notice”) indicating whether the Company desires to purchase make the Membership Interest that is identified proposed acquisition. If the Company expresses an interest in making the Notice proposed acquisition, Buyer will use all commercially reasonable efforts (which shall not include the expenditure of Transfer. The purchase price per percentage monies or the incurrence of ownership of the Membership Interest and the terms of sale for the Membership Interest to be purchased pursuant liabilities except to the Transfer Option shall be extent reimbursed or guaranteed by the price and terms identified in Company) to facilitate the Notice of Transfer or, in the event of a transfer by gift, bequest or operation of state laws of succession or inheritance, the fair market value of the Membership Interest to be transferred as determined by an independent appraiser selected acquisition by the Company. If the Company exercises the Transfer Option within the thirty (30) day period, then it shall have a period of ninety (90) days after the exercise of the Transfer Option to arrange financing for and close the purchase transaction. (b) If the Company (i) does not exercise the option granted pursuant to Section 8.2(a) to purchase all of Company rejects the Membership Interests subject to acquisition opportunity in the Notice of TransferPurchase Response Notice, or (ii) the Company indicates in the Purchase Response Notice an interest in making the proposed acquisition but fails to enter into a definitive agreement with respect to the proposed acquisition within 60 days after delivery of the Purchase Response Notice or refuses (iii) the Company fails to perform its purchase obligations after that exercise deliver a Purchase Response Notice within the ninety (90) day ten Business Day period specified in Section 8.2(a)above, then the Membership Interests that are Company shall be deemed to have rejected the subject matter opportunity to acquire the Competing Business and Buyer shall thereafter be free to acquire control of the Notice of Transfer may be sold or transferred by the Selling Member, subject to the provisions of Section 8.4 (unless the transfer is to an existing Member) Competing Business for a period of thirty (30) days after the end of the ninety (90) day period specified in Section 8.2(a), to the transferee identified in the Notice of Transfer at the purchase price and on the terms specified in the Notice of Transferits own account. (c) The closing of any purchase transaction pursuant to Section 8.2(a) above shall take place no later than on the ninetieth (90th) day after notice of exercise of the refusal right (as more particularly set forth in Section 8.2(a)) at the offices of the Company or at another time and place as the parties mutually agree. At the closing, the Selling Member shall deliver the Membership Interest free and clear of all liens, claims, pledges, encumbrances and restrictions against delivery to it of the purchase price required by Section 8.2(a).

Right of First Purchase. The Company hereby grants to Purchaser ----------------------- the right to first purchase for a number of shares of the same class of New Securities (as defined in this Section 7.1) which the Company may, from time to time, propose to sell and issue. Purchaser shall be entitled to purchase a number of shares of the class of New Securities sufficient to maintain his pro rata ownership in the Company after taking into account the proposed issuance by the Company, which pro rata ownership is equal to the ratio that the sum of the number of shares of Preferred (or the number of outstanding shares of Conversion Stock) then held by Purchaser bears to the sum of the total number of shares of Common Stock then outstanding and the number of shares of Conversion Stock or Common Stock issuable upon conversion of the then outstanding Preferred. (a) If Except as set forth below, "New Securities" shall mean any shares of capital stock of the Member receives a bona fide offer Company including common stock and preferred stock, whether now authorized or not, and rights, options or warrants to purchase all said shares of Common Stock or preferred stock, and securities of any portion of its Membership Interest in other than a Permitted Transfer, which offer the Member intends to accepttype whatsoever that are, or if may become, convertible into said shares of Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities" does not include (i) the shares of Preferred issued pursuant to this Agreement or the Conversion Stock, (ii) securities offered to the public generally pursuant to a Member makes a bona fide offer registration statement or pursuant to sell all or any portion Regulation A under the Securities Act, (iii) securities issued in the acquisition of its Membership Interest in other than a Permitted Transfer, which offer a third party intends to accept, then that Member (the “Selling Member”) shall notify another corporation by the Company in writing by merger, purchase of substantially all of the assets or other reorganization whereby the Company or its shareholders own not less than fifty-one percent (“Notice of Transfer”51%) of the proposed voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options exercisable for such Common Stock issued to employees, officers and directors of, and consultants, customers, and vendors to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) stock issued pursuant to any rights or agreements, including without limitation convertible securities, options and warrants, provided that the rights of first purchase established by this Section 7.1 apply with respect to the initial sale or transfer and that Notice grant by the Company of Transfer such rights or agreements, or (vi) stock issued in connection with any stock split, stock dividend or recapitalization by the Company. (b) In the event the Company proposes to undertake an issuance of New Securities, its shall set forth give Purchaser written notice of its intention, describing the portion type of the Membership Interest to be sold or transferred and the identity of the prospective transfereeNew Securities, and the price and other terms and conditions upon which the Company proposes to issue the same. The Company shall include with such notice a brief summary of the proposed sale or transferbusiness plan of the Company. For a period of thirty Purchaser shall have ten (3010) days after from the date of receipt of any such notice to agree to purchase up to the Purchaser's share (calculated in accordance with Section 7.1(a)) of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. The Company shall notify Purchaser of any material revision to the price and terms of the issuance of New Securities and Purchaser shall be entitled to 10 additional days in order to respond to the Company’s receipt from . (c) In the Selling Member event Purchaser fails to exercise such right of a Notice of Transferfirst purchase within said 10 day period, the Company shall have 120 days thereafter to sell or enter into an option agreement (pursuant to which the “Transfer Option”sale of New Securities covered thereby shall be closed, if at all, within 60 days from the date of said agreement) to purchase sell the Membership Interest that is identified in the Notice of Transfer. The purchase price per percentage of ownership of the Membership Interest and the terms of sale for the Membership Interest New Securities not elected to be purchased pursuant to the Transfer Option shall be by Purchaser at the price and upon the terms identified no more favorable to the purchasers of such securities than specified in the Notice Company's notice. In the event the Company has not sold the New Securities or entered into an agreement to Sell the New Securities within said 120 day period (or sold and issued New Securities in accordance with the foregoing within 60 days from the date of Transfer orsaid agreement), the Company shall not thereafter issue or sell any of such New Securities, without offering securities in the manner provided above. (d) The right of first purchase granted under this Agreement shall expire upon the first to occur of the following: (i) the closing of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act; or (ii) as to Purchaser if Purchaser no longer holds at least 5,000 shares of Preferred and/or Conversion Stock (appropriately adjusted for Recapitalizations). (e) The right of first purchase hereunder is not assignable except by Purchaser to any wholly-owned subsidiary or constituent partner who acquires at least 5,000 shares (appropriately adjusted for Recapitalizations). (f) Notwithstanding anything to the contrary contained in this Section 7, in the event the New Securities proposed to be issued by the Company are to be convertible into shares of a transfer by gift, bequest or operation of state laws of succession or inheritanceCommon Stock, the fair market value right of the Membership Interest to be transferred as determined by an independent appraiser selected by the Company. If the Company exercises the Transfer Option within the thirty (30) day period, then it shall have a period of ninety (90) days after the exercise of the Transfer Option to arrange financing for and close the first purchase transaction. (b) If the Company (i) does not exercise the option granted pursuant to this Section 8.2(a) to purchase all of 7 shall, at the Membership Interests subject Company's option, apply to the Notice purchase of Transfer, or (ii) fails or refuses to perform its purchase obligations after that exercise within a pro rata number of shares of Common Stock into which the ninety (90) day period specified pro rata number of shares of New Securities Purchaser otherwise would have been entitled would be convertible. Substitution of Common Stock in Section 8.2(a), then the Membership Interests that are the subject matter lieu of the Notice an offer of Transfer may New Securities shall be sold or transferred by the Selling Member, subject to the provisions of Section 8.4 (unless the transfer is to an existing Member) for a period of thirty (30) days after the end of the ninety (90) day period specified in Section 8.2(a), to the transferee identified indicated in the Notice of Transfer at the purchase price and on the terms specified in the Notice of Transfer. (c) The closing of any purchase transaction Company's notice to Purchasers pursuant to Section 8.2(a7(b) above hereof. Failure of a Purchaser to effect his right of first purchase of such Common Stock shall take place no later than on the ninetieth (90th) day after notice of exercise of the refusal right (as more particularly set forth in Section 8.2(a)) at the offices of entitle the Company or at another time and place to issue any New Securities on any such terms as the parties mutually agree. At Company shall approve, provided that such conversion right shall be limited to a maximum number of shares as presumed in the closing, the Selling Member shall deliver the Membership Interest free and clear of all liens, claims, pledges, encumbrances and restrictions against delivery Company's notice to it of the purchase price required by Section 8.2(a)Purchaser.

Right of First Purchase. The Company hereby grants to each ----------------------- Purchaser the right to first purchase for a number of shares of the same class of New Securities (as defined in this Section 9.1) which the Company may, from time to time, propose to sell and issue. Each Purchaser shall be entitled to purchase a number of shares of the class of New Securities sufficient to maintain his pro rata ownership in the Company after taking into account the proposed issuance by the Company, which pro rata ownership is equal to the ratio that the sum of the number of shares of Preferred, the number of outstanding shares of Conversion Stock) then held by such Purchaser bears to the sum of the total number of shares of Common Stock then outstanding ant the number of shares of Conversion Stock or Common Stock issuable upon conversion of the then outstanding Preferred. (a) If Except as set forth below, "New Securities" shall mean any shares of capital stock of the Member receives a bona fide offer Company including Common Stock and Preferred Stock, whether now authorized or not, and rights, options or warrants to purchase all said shares of Common Stock or Preferred Stock, and securities of any portion of its Membership Interest in other than a Permitted Transfer, which offer the Member intends to accepttype whatsoever that are, or if may become, convertible into said shares of Common Stock or Preferred Stock. Notwithstanding the foregoing, "New Securities" does not include (i) the shares of Preferred issued pursuant to this Agreement or the Conversion Stock, (ii) securities offered to the public generally pursuant to a Member makes a bona fide offer registration statement or pursuant to sell all or any portion Regulation A under the Securities Act, (iii) securities issued in the acquisition of its Membership Interest in other than a Permitted Transfer, which offer a third party intends to accept, then that Member (the “Selling Member”) shall notify another corporation by the Company in writing by merger, purchase of substantially all of the assets or other reorganization whereby the Company or its shareholders own not less than fifty-one percent (“Notice of Transfer”51%) of the proposed voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options exercisable for such Common Stock issued to employees, officers and directors of, and consultants, customers, and vendors to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) stock issued pursuant to any rights or agreements, including without limitation convertible securities, options and warrants, provided that the rights of first purchase established by this Section 9.1 apply with respect to the initial sale or transfer and that Notice grant by the Company of Transfer such rights or agreements, or (vi) stock issued in connection with any stock split, stock dividend or recapitalization by the Company. (b) In the event the Company proposes to undertake an issuance of New Securities, it shall set forth give each Purchaser written notice of its intention, describing the portion type of the Membership Interest to be sold or transferred and the identity of the prospective transfereeNew Securities, and the price and other terms and conditions upon which the Company proposes to issue the same. The Company shall include with such notice a brief summary of the proposed sale or transferbusiness plan of the Company. For a period of thirty Each Purchaser shall have ten (3010) days after from the date of receipt of any such notice to agree to purchase up to the Purchaser's share (calculated in accordance with Section 9.1(a)) of such New Securities for the price - and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. The Company shall notify each Purchaser of any material revision to the price and terms of the issuance of New Securities and Purchasers shall be entitled to 10 additional days in order to respond to the Company’s receipt from . (c) In the Selling Member event a Purchaser fails to exercise such right of a Notice of Transferfirst purchase within said 10 day period, the Company shall have 120 days thereafter to sell or enter into an option agreement (pursuant to which the “Transfer Option”sale of New Securities covered thereby shall be closed, if at all, within 60 days from the date of said agreement) to purchase sell the Membership Interest that is identified in the Notice of Transfer. The purchase price per percentage of ownership of the Membership Interest and the terms of sale for the Membership Interest New Securities not elected to be purchased pursuant to the Transfer Option shall be by Purchasers at the price and upon the terms identified no more favorable to the purchasers of such securities than specified in the Notice Company's notice. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said 120 day period (or sold and issued New Securities in accordance with the foregoing within 60 days for the date of Transfer orsaid agreement), the Company shall not thereafter issue or sell any of such New Securities, without offering securities in the manner provided above. (d) The right of first purchase granted under this Agreement shall expire upon the first to occur of the following (i): the closing of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act; or (ii) as to a Purchaser if such Purchaser no longer holds at least 5,000 shares of Preferred and/or Conversion Stock (appropriately adjusted for Recapitalizations). (e) The right of first purchase hereunder is not assignable except by each of such Purchasers to any wholly-owned subsidiary or constituent partner who acquires at least 5,000 shares (appropriately adjusted for Recapitalizations). (f) Notwithstanding anything to the contrary contained in this Section 9, in the event the New Securities proposed to be issued by the Company are to be convertible into shares of a transfer by gift, bequest or operation of state laws of succession or inheritanceCommon Stock, the fair market value right of the Membership Interest to be transferred as determined by an independent appraiser selected by the Company. If the Company exercises the Transfer Option within the thirty (30) day period, then it shall have a period of ninety (90) days after the exercise of the Transfer Option to arrange financing for and close the first purchase transaction. (b) If the Company (i) does not exercise the option granted pursuant to this Section 8.2(a) to purchase all of 9 shall, at the Membership Interests subject Company's option, apply to the Notice purchase of Transfer, or (ii) fails or refuses to perform its purchase obligations after that exercise within a pro rata number of shares of Common Stock into which the ninety (90) day period specified pro rata number of shares of New Securities the Purchaser otherwise would have been entitled would be convertible. Substitution of Common Stock in Section 8.2(a), then the Membership Interests that are the subject matter lieu of the Notice an offer of Transfer may New Securities shall be sold or transferred by the Selling Member, subject to the provisions of Section 8.4 (unless the transfer is to an existing Member) for a period of thirty (30) days after the end of the ninety (90) day period specified in Section 8.2(a), to the transferee identified indicated in the Notice of Transfer at the purchase price and on the terms specified in the Notice of Transfer. (c) The closing of any purchase transaction Company's notice to Purchasers pursuant to Section 8.2(a9(b) above hereof. Failure of a Purchaser to effect his right of first purchase of such Common Stock shall take place no later than on the ninetieth (90th) day after notice of exercise of the refusal right (as more particularly set forth in Section 8.2(a)) at the offices of entitle the Company or at another time and place to issue any New Securities on any such terms as the parties mutually agree. At Company shall approve, provided that such conversion right shall be limited to a maximum number of shares as presumed in the closing, the Selling Member shall deliver the Membership Interest free and clear of all liens, claims, pledges, encumbrances and restrictions against delivery Company's notice to it of the purchase price required by Section 8.2(a)Purchasers.