Common use of Right of Clause in Contracts

Right of. First Refusal Upon Issuances of New Securities by the -------------------------------------------------------------- Company. The Company hereby grants to each Purchaser the right of first refusal ------- to purchase up to its Pro Rata Share of New Securities which the Company may, from time to time, propose to sell and issue after the date of this Agreement. (i) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Purchaser shall have fifteen (15) days from the date of receipt of any such notice (which fifteen (15) day period shall be specified in the notice) to agree to purchase the Purchaser's Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (ii) In the event the Purchaser fails to exercise the right of first refusal within such fifteen (15) day period or affirmatively indicates that no such exercise will occur, then the Company shall have ninety (90) days thereafter to close the sale of the New Securities respecting which the Purchaser's option was not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities to the Purchasers in the manner provided above. (iii) The right of first refusal hereunder is not assignable except (A) by each of such Purchasers to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or (B) to a transferee who acquires 100,000 or more shares of Common Stock acquired upon conversion of the Preferred (appropriately adjusted for Recapitalizations). Notwithstanding the foregoing, National Broadcasting Company, Inc. ("NBC") shall be entitled to transfer its right of --- first refusal to no more than four (4) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission, provided each such assignee agrees in writing to be subject to the terms of this Agreement as if it were the Series C Purchaser hereunder.

Right of. First Refusal/First Offer on Sale of Future Development at Airline Drive. (i) From and after the Closing Date and continuing up to and including the fifth (5th) anniversary thereof, Acquiror shall have a continuing right of first refusal to purchase any building(s) developed or acquired by Contributor and/or any of the OP Unit Recipients (collectively, "Owner") after the date hereof and located at Airline Drive, subject to Section 3G(iii) below, as follows: In the event Owner receives a bona fide third party offer to purchase (whether by transfer of fee simple interest, a ground lease, sale of an interest in Owner, an installment sale, or otherwise) one or more buildings and related land and facilities located at Airline Drive (the "First Refusal Upon Issuances Buildings"), and Owner desires to accept such offer, Owner shall provide written notice to Acquiror within ten (10) days after Owner's receipt of New Securities by such offer, including a copy of the -------------------------------------------------------------- Companyoffer and specifying the purchase price, terms of payment, identity of the First Refusal Building(s) and other material terms and conditions of such third party offer. The Company hereby grants Acquiror or its nominee shall be entitled for a period of fifteen (15) days after the date of receipt of such notice of a third party offer to each Purchaser exercise its right to purchase such First Refusal Building(s) in accordance with the terms and conditions specified in the offer as set forth in Owner's written notice to Acquiror. Acquiror shall not have the right of first refusal ------- for less than all of the First Refusal Building(s) identified in a third party offer for two or more of the First Refusal Building(s) unless such third party offeror shall have alternative rights to purchase up less than all of the First Refusal Building(s) identified in the offer at prices and pursuant to terms set forth in the offer, in which case, Acquiror's right of first refusal shall correspond to the third party offeror's alternative rights. Any elimination of First Refusal Buildings from the original offer or addition of one or more First Refusal Buildings to the original offer shall constitute a new offer for purposes of this paragraph, for which Acquiror shall have the corresponding right of first refusal, provided that the terms for such elimination or addition were not part of the original offer submitted to Acquiror for right of first refusal consideration. If Acquiror exercises its Pro Rata Share right to purchase the interest offered for sale, Owner and Acquiror shall consummate the purchase and sale within a period of New Securities which the Company may, from time to time, propose to sell and issue ninety (90) days after the date Acquiror provides written notice to Owner exercising its right to purchase, unless such closing is delayed for reasons beyond the reasonable control of this Agreement. (i) the parties. In the event the Company proposes Acquiror fails to undertake an issuance exercise its right of New Securitiesfirst refusal as set forth in this paragraph, it shall give each Purchaser written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Purchaser shall have fifteen (15) days from the date of receipt of any such notice (which fifteen (15) day period Owner shall be specified free to sell the First Refusal Building(s) to such third party offer pursuant to the terms and conditions of the offer; provided, however, that in the noticeevent a binding contract of sale for such First Refusal Building(s) to agree to is not executed between Owner and such third party offeror within 180 days after the expiration of Acquiror's fifteen-day right of first refusal period, or the purchase price is reduced by 3% or more or the Purchaser's Pro Rata Share other terms and conditions of such New Securities for third party offer are modified in any other material respect, then Acquiror shall again have its right of first refusal to acquire such First Refusal Building(s) as set forth in this paragraph, and Owner and Acquiror shall again comply with the price requirements hereof. For purposes of this paragraph, a bona fide third party offer shall include, without limitation an executed letter of intent so long as such letter of intent specifies the purchase price, terms of payment, identity of the First Refusal Building(s) and upon the general other material terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchasedconditions. (ii) From and after the Closing Date and continuing up to and including the fifth (5th) anniversary thereof, Acquiror shall have a continuing right of first offer to purchase any building(s) developed or acquired by Owner after the date hereof and located at Airline Drive, subject to Section 3G(iii) below, as follows: In the event Owner desires to sell or seeks to sell (whether by transfer of fee simple interest, a ground lease, sale of an interest in Owner, an installment sale, or otherwise) one or more buildings and related land and facilities located at Airline Drive (the Purchaser fails "First Offer Buildings"), Owner shall provide written notice to exercise Acquiror specifying the right purchase price, terms of first refusal within such fifteen payment, identity of the First Offer Building(s) and other material terms and conditions of the offer or sale (15) day period the "Sale Notice"). Acquiror or affirmatively indicates that no such exercise will occur, then the Company its nominee shall have the option (the "Purchase Option"), to be exercised by written notice given to Owner within thirty (30) days after Acquiror's receipt of the Sale Notice (the "Exercise Period"), to purchase the First Offer Buildings from Owner on the terms specified in the Sale Notice. If Acquiror exercises its Purchase Option, Owner and Acquiror shall consummate the purchase and sale within a period of ninety (90) days thereafter after the date Acquiror provides written notice to close Owner exercising its right to purchase, unless such closing is delayed for reasons beyond the sale reasonable control of the New Securities respecting which the Purchaser's option was not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's noticeparties. In the event Acquiror fails to exercise its Purchase Option as set forth in this paragraph, Owner shall be free to sell the Company has First Offer Building(s) to third parties pursuant to the terms and conditions of the offer to Acquiror; provided, however, that in the event a binding contract of sale for such First Offer Building(s) is not sold executed between Owner and such third party offeror within 180 days after the New Securities within expiration of the Exercise Period, or the purchase price is reduced by 3% or more or the other terms and conditions of such ninety (90third party offer are modified in any other material respect, then Acquiror shall again have its right of first offer to acquire such First Offer Building(s) day periodas set forth in this paragraph, and Owner and Acquiror shall again comply with the Company requirements hereof. For purposes of this paragraph, a bona fide third party offer shall not thereafter issue or sell any New Securitiesinclude, without first offering limitation an executed letter of intent so long as such securities to letter of intent specifies the Purchasers in purchase price, terms of payment, identity of the manner provided aboveFirst Offer Building(s) and other material terms and conditions. (iii) The Notwithstanding the foregoing right of first refusal hereunder is not assignable except (A) by each of such Purchasers to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or (B) to a transferee who acquires 100,000 or more shares of Common Stock acquired upon conversion of the Preferred (appropriately adjusted for Recapitalizations). Notwithstanding the foregoing, National Broadcasting Company, Inc. ("NBC") shall be entitled to transfer its and right of --- first refusal offer, such rights shall not apply to no more than four (4First Refusal Buildings or First Offer Buildings in instances where Owner either receives bona fide offers from, or proposes to sell to, potential purchasers or potential developers who would also be, or whose affiliate would be, the tenant in the building(s) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission, provided each such assignee agrees in writing proposed to be subject to the terms of this Agreement as if it were the Series C Purchaser hereunderbuilt on such land.

Right of. First Refusal of the Company and the Major Shareholders. ---------------------------------------------------------------- (1) Any proposed Transfer of Common Shares by Purchaser occurring after the first anniversary of the Closing but on or before the second anniversary of the Closing (other than pursuant to Section 3.1(c) and except in the case of a Qualified Sale (as defined in Section 3.1(e)), shall be made in accordance with this Section 3.1(d). Prior to any such proposed Transaction, Purchaser shall give the Company and the Major Shareholders written notice (the "Transfer Notice"), which notice shall include (a) the number of Common Shares proposed to be transferred by Purchaser (the "Offered Shares"), (b) the identity of the prospective transferee, (c) the per share price which the prospective transferee has agreed to pay and all other material terms of the proposed purchase in reasonable detail and (d) a statement that the terms specified in the Transfer Notice are a bona fide offer to purchase by such proposed transferee and a representation by HP that, to the best knowledge of HP after reasonable inquiry, the proposed transferee is a principal and not an agent acting on behalf of an undisclosed principal. (2) Upon Issuances receiving the Transfer Notice, the Company shall have the right to purchase some or all of New Securities the Offered Shares on the same terms as those as set forth in the Transfer Notice by delivering to Purchaser, with a copy to all of the -------------------------------------------------------------- CompanyMajor Shareholders, no later than twenty (20) calendar days after receipt of the Transfer Notice, a written notice of its intention to do so (the "Purchase Notice"). The Purchase Notice shall specify the number of shares of Offered Shares which the Company hereby grants intends to purchase. If the Company does not intend to purchase all of the shares of Offered Shares, each Purchaser of the LFT Shareholders and S-C shall have the right of first refusal ------- to purchase up to its Pro Rata Share pro rata portion of New Securities which the Company mayremaining Offered Shares on the same terms as those as set forth in the Transfer Notice by delivering to Purchaser, from time with a copy to timeall of the other Major Shareholders, propose to sell and issue no later than twenty-five (25) calendar days after the date Company's receipt of this Agreement. (i) In the event Transfer Notice a Purchase Notice specifying the Company proposes maximum number of shares of Offered Shares which such shareholder agrees to undertake an issuance purchase. If, and to the extent that, either the LFT Shareholders or S-C does not elect to purchase its entire pro rata portion of New Securities, it shall give each Purchaser written notice of its intention, describing the type of New SecuritiesOffered Shares, the price and the general terms upon which the Company proposes to issue the same. Each Purchaser shall have fifteen (15) days from the date of receipt of any such notice (which fifteen (15) day period shall be specified in the notice) to agree other shareholder who has elected to purchase its entire pro rata portion of the Purchaser's Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice Offered Shares not being purchased by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (ii) In the event the Purchaser fails to exercise the right of first refusal within such fifteen (15) day period or affirmatively indicates that no such exercise will occur, then the Company shall have the right to purchase the remaining shares of the Offered Shares on the same terms as those set forth in the Transfer Notice, by delivering to Purchaser no later than thirty (30) calendar days after the Company's receipt of the Transfer Notice a Purchase Notice specifying the maximum number of shares of Offered Shares, which such other shareholder agrees to purchase. The term "pro rata portion," as used in this Section 3.1(d)(2), shall be determined by multiplying the number of Offered Shares not purchased by the Company, by a fraction, the numerator of which is the number of Common Shares beneficially owned by the LFT Shareholders or S-C, as the case may be, at such time and the denominator of which is equal to the aggregate number of Common Shares beneficially owned by all of the Major Shareholders. (3) The consummation of the purchase and sale pursuant to the rights of the Company and/or the Major Shareholders, as the case may be, set forth above in this Section 3.1(d) shall take place on such date, not later than forty-five (45) calendar days after the last acceptance by the Company, the LFT Shareholders or S-C pursuant to Section 3.1(d)(2) and on the terms set forth in the Transfer Notice. Upon the consummation of such purchase and sale, Purchaser shall (a) cause to be delivered certificates evidencing the Common Shares purchased and sold duly endorsed or accompanied by written instruments of transfer in form reasonably satisfactory to the Company and/or the Major Shareholders, as the case may be, duly executed by Purchaser, free and clear of any liens and (b) assign all of its rights hereunder with respect to the Common Shares purchased and sold pursuant to an instrument of assignment reasonably satisfactory to the Company and/or the Major Shareholders, as the case may be, against payment therefor by wire transfer of immediately available funds. The Company shall and shall cause any transfer agent of the Company to cooperate in the issuance of such certificates and such assignment. (4) If and to the extent that the Company and the Major Shareholders do not elect to purchase all of the Offered Shares in accordance with Sections 3.1(d)(1) and (2), Purchaser may Transfer such Offered Shares not elected to be so purchased to the prospective transferee identified in, and on the terms specified in, the Transfer Notice. Purchaser's Transfer of Offered Shares to the prospective transferee pursuant to this subsection 3.1(d)(4) shall be consummated ninety (90) calendar days thereafter to close after the sale earlier of (a) the date on which Purchaser receives notice that neither the Company nor any of the New Securities respecting Major Shareholders intends to acquire all of the Offered Shares and (b) the date on which all applicable time periods during which the Purchaser's option was not exercised, at a price and upon general terms no more favorable Company and/or any of the Major Shareholders have the right to purchase the purchasers thereof than specified in the Company's noticeOffered Shares have expired. In the event the Company has not sold the New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities Transfer to the Purchasers in the manner provided above. (iii) The right of first refusal prospective transferee hereunder is not assignable except (A) by each of consummated within such Purchasers time period, Purchaser may not thereafter Transfer the Offered Shares to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or (B) to a transferee who acquires 100,000 or more shares of Common Stock acquired upon conversion of Person without first re-offering the Preferred (appropriately adjusted for Recapitalizations). Notwithstanding the foregoing, National Broadcasting Company, Inc. ("NBC") shall be entitled to transfer its right of --- first refusal to no more than four (4) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission, provided each such assignee agrees in writing to be subject Offered Shares to the terms of Company and the Major Shareholders as provided in this Agreement as if it were the Series C Purchaser hereunderSection 3.1(d) or Section 3.1(e).

Right of. First Refusal Upon Issuances of New Securities by Offer granted to the -------------------------------------------------------------- CompanyABRY Investors and the ---------------------------------------------------------- Capstar Investors. The Company hereby grants Subject to each Purchaser the right of first refusal ------- to purchase up to its Pro Rata Share of New Securities which the Company may, from time to time, propose to sell and issue after the date of this Agreement.Section 5(d)(i): ----------------- (i) In the event the Company If at any time any ABRY Investor or any Capstar Investor (a "Selling Holder") proposes to undertake Transfer any Equityholder Units (other than --------------- pursuant to a Public Sale, pursuant to an issuance of New SecuritiesApproved Company Sale, it shall give each Purchaser written notice of its intentionif such Selling Holder is exercising a participation right granted to such Selling Holder pursuant to Section 5(c), describing the type of New Securitiesor if any ABRY Investor is assigning rights to any Capstar Investor pursuant to Section 12 hereof), the price and the general terms upon which the Company proposes to issue the same. Each Purchaser shall have then such Selling Holder will, not fewer than fifteen (15) business days prior to making such Transfer, give notice (the "Proposed Transfer Notice") if the ------------------------ Selling Holder is an ABRY Investor, then to each of the Capstar Investors or if the Selling Holder is a Capstar Investor, then to each of the ABRY Investors specifying the Equityholder Units proposed to be Transferred (the "Offered Units"). ------------- (ii) At any time within ten (10) business days after delivery of the Proposed Transfer Notice (the "Exercise Period") if the Selling Holder is --------------- an ABRY Investor, then holders of a majority of the then outstanding number of Capstar Units or if the Selling Holder is a Capstar Investor, then holders of a majority of the then outstanding number of ABRY Units (in either case, "Offering Holder") may notify the Selling Holder in writing of --------------- their offer (the "Offer") to purchase all of the Offered Units and the ----- price (the "Offered Price") and the other terms and conditions upon which ------------- such Offering Holder proposes to purchase such Offered Units (such offer must be solely for cash) (the "Offer Notice"). The Offer Notice will ------------ constitute an irrevocable offer by the Offering Holder to acquire the Offered Units from the date of receipt of any such notice (which fifteen (15) day period shall be specified in Selling Holder at the notice) to agree to purchase Offered Price and on the Purchaser's Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (ii) In the event the Purchaser fails to exercise the right of first refusal within such fifteen (15) day period or affirmatively indicates that no such exercise will occur, then the Company shall have ninety (90) days thereafter to close the sale of the New Securities respecting which the Purchaser's option was not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities to the Purchasers in the manner provided aboveOffer Notice. (iii) The right At any time during the 60 day period commencing upon the expiration of first refusal hereunder is not assignable except the Exercise Period, the Selling Holder may (A) by each if an Offer Notice has been delivered to the Selling Holder during the applicable Exercise Period, then (x) deliver notice to the Offering Holder accepting the applicable Offer (the "Acceptance ---------- Notice") or (y) provided the Selling Holder has also complied with any ------ applicable provisions of such Purchasers Section 5(c), Transfer all (unless reduced pursuant to the exercise of rights granted to other Equityholders in Section 5(c) and/or to other equityholders of the Company in the Members Agreement) of the Offered Units, at a price which is greater than the price specified in the Offer Notice and on other terms and conditions which are not in the aggregate more favorable to the transferee thereof than those specified in the Offer Notice, to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or Person(s), or (B) if an Offer Notice has not been delivered to a transferee who acquires 100,000 or more shares the Selling Holder during the applicable Exercise Period, then, provided the Selling Holder has also complied with any applicable provisions of Common Stock acquired upon conversion Section 5(c), Transfer all (unless reduced pursuant to the exercise of rights granted to other Equityholders in Section 5(c) and/or to other equityholders of the Preferred Company in the Members Agreement) of the Offered Shares to any Person(s). (appropriately adjusted for Recapitalizations). Notwithstanding iv) Subject to Section 5(b)(viii) hereof, upon the foregoingproper delivery of an Acceptance Notice, National Broadcasting Company, Inc. ("NBC") the Offering Holder and the Selling Holder shall be entitled firmly bound to transfer its right consummate the purchase and sale of --- first refusal to no more than four all of the Offered Units (4) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission, provided each such assignee agrees in writing to be subject to adjustment as provided in Section 5(b)(viii)) in accordance with the terms of this Agreement as if it were hereof and the Series C Purchaser hereunder.applicable Proposed Transfer Notice,

Right of. First Refusal Upon Issuances of New Securities by the -------------------------------------------------------------- Company. The Company hereby grants Offer granted to each Purchaser the right of first refusal ------- to purchase up to its Pro Rata Share of New Securities which the Company may, from time and the Bain -------------------------------------------------------- Investors. Subject to time, propose to sell and issue after the date Section 4(e)(i) (all terms defined in this Section 4(c) shall be for purposes of this Agreement.Section 4(c) only): (i) In If at any time any Harvard Investor, any SILLC Investor or any Xxxx Xxxxxx (a "Selling Holder") proposes to Transfer any Stockholder -------------- Shares (other than pursuant to a Public Sale, or pursuant to the event terms of Section 5), then such Selling Holder will, not fewer than twenty (20) business days prior to making such Transfer, give notice (the "Proposed -------- Transfer Notice") to the Bain Investors and to the Company specifying the --------------- Stockholder Shares proposed to be Transferred (the "Offered Shares"). -------------- (ii) At any time within eight (8) business days after delivery of the Proposed Transfer Notice (the "Company Exercise Period") the Company may ----------------------- notify the Selling Holder and the Bain Investors in writing of its offer (the "Company Offer") to purchase all of the Offered Shares and the price ------------- (the "Company Offered Price") and the other terms and conditions upon which --------------------- the Company proposes to undertake purchase such Offered Shares (such offer must be solely for cash) (the "Company Offer Notice"). The Company Offer Notice -------------------- will constitute an issuance of New Securitiesirrevocable offer, it shall give each Purchaser written notice of its intentionsubject to financing, describing the type of New Securities, the price and the general terms upon which by the Company proposes to issue acquire the same. Each Purchaser shall have fifteen (15) days Offered Shares from the date of receipt of any such notice (which fifteen (15) day period shall be specified in Selling Holder at the notice) to agree to purchase Company Offered Price and on the Purchaser's Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (ii) In the event the Purchaser fails to exercise the right of first refusal within such fifteen (15) day period or affirmatively indicates that no such exercise will occur, then the Company shall have ninety (90) days thereafter to close the sale of the New Securities respecting which the Purchaser's option was not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities to the Purchasers in the manner provided aboveOffer Notice. (iii) If the Company has not delivered a Company Offer Notice or if holders of a majority of the Bain Shares then outstanding (collectively, the "Bain Offering Holder") desire to offer a price in excess of the -------------------- Company Offered Price for the Offered Shares, then, at any time during the eight (8) business day period commencing upon the expiration of the Company Exercise Period (the "Bain Exercise Period"), the -------------------- Bain Offering Holder may notify the Selling Holder and the Company in writing of their offer (the "Bain Offer") to purchase all of the Offered ----------- Shares and the price (the "Bain Offered Price") and the other terms and ------------------- conditions upon which the Bain Offering Holder proposes to purchase such Offered Shares (such offer must be solely for cash) (the "Bain Offer ---------- Notice"). The right Bain Offer Notice will constitute an irrevocable offer by ------- the Bain Offering Holder to acquire the Offered Shares from the Selling Holder at the Bain Offered Price and on the terms specified in the Bain Offer Notice. (iv) At any time during the 60 day period commencing upon the expiration of first refusal hereunder is not assignable except the Bain Exercise Period, the Selling Holder may (A) by each if a Company Offer Notice has been delivered to the Selling Holder during the applicable Company Exercise Period and a Bain Offer Notice has not been delivered to the Selling Holder during the applicable Bain Exercise Period, then (x) deliver notice to the Company accepting the applicable Company Offer (an "Acceptance ---------- Notice") or (y) provided the Selling Holder has also complied with any applicable provisions of such Purchasers Section 4(d) and no transferee is an Affiliate of the Selling Holder, Transfer all (unless reduced pursuant to the exercise of rights granted to other Stockholders in Section 4(d)) of the Offered Shares, at a price which is greater than the price specified in the Company Offer Notice and on other terms and conditions which are not in the aggregate more favorable to the transferee thereof than those specified in the Company Offer Notice, to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or Person(s), or (B) if a Bain Offer Notice has been delivered to a the Selling Holder during the applicable Bain Exercise Period, then (x) deliver notice to the Bain Offering Holder accepting the applicable Bain Offer (also, an "Acceptance Notice") or (y) provided the Selling Holder has ----------------- also complied with any applicable provisions of Section 4(d) and no transferee who acquires 100,000 or more shares of Common Stock acquired upon conversion is an Affiliate of the Preferred Selling Holder, Transfer all (appropriately adjusted for Recapitalizationsunless reduced pursuant to the exercise of rights granted to other Stockholders in Section 4(d)) of the Offered Shares, at a price which is greater than the price specified in the Xxxx Offer Notice and on other terms and conditions which are not in the aggregate more favorable to the transferee thereof than those specified in the Xxxx Offer Notice, to any Person(s), or (C) if a Company Offer Notice has not been delivered to the Selling Holder during the applicable Company Exercise Period and a Xxxx Offer Notice has not been delivered to the Selling Holder during the applicable Xxxx Exercise Period, then, provided the Selling Holder has also complied with any applicable provisions of Section 4(d) and no transferee is an Affiliate of the Selling Holder, Transfer all (unless reduced pursuant to the exercise of rights granted to other Stockholders in Section 4(d)) of the Offered Shares to any Person(s). (v) Upon the proper delivery of an Acceptance Notice, the Company or the Xxxx Offering Holder, as the case may be, and the Selling Holder shall be firmly bound (in the case of the Company, subject to financing but only so long as such financing is obtained within 30 days after receipt of the applicable Acceptance Notice) to consummate the purchase and sale of the Offered Shares in accordance with the terms hereof and the applicable Proposed Transfer Notice, Company or Xxxx Offer Notice, as the case may be, and Acceptance Notice. Subject to the provisions hereof, within sixty (60) days after the Company's or the Xxxx Offering Holder's, as the case may be, receipt of the applicable Acceptance Notice, the Company or the Xxxx Offering Holder, as the case may be, shall purchase and the Selling Holder shall sell all of the Offered Shares at a mutually agreeable time and place (the "Offered Shares Closing"). Notwithstanding ---------------------- (vi) At the foregoingOffered Shares Closing, National Broadcasting Companythe Selling Holder shall deliver to the Company or the Offering Holder, Inc. as the case may be, certificates representing the Offered Shares to be purchased by the Company or the Xxxx Offering Holder, as the case may be, duly endorsed with signature guaranteed, and the Company or the Xxxx Offering Holder, as the case may be, shall deliver to the Selling Holder the Offered Price by wire transfer of immediately available funds to an account designated by such Selling Holder. ("NBC"vii) shall be entitled to transfer its right of --- first refusal to no more than four (4) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor Any Offered Shares not Transferred within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission, provided each such assignee agrees in writing to applicable time periods specified above will again be subject to the terms provisions of this Agreement as if it were Section 4(c) upon any subsequent proposed Transfer. (viii) The provision of this Section 4(c) shall terminate upon the Series C Purchaser hereunderconsummation of an initial Public Offering.

Right of. First Refusal Upon Issuances in Connection With Transfers Other Than ------------------------------------------------------------------ Public Transfers. Subject to the provisions hereof, before any Common Shares may ------------- be transferred, sold, assigned, conveyed, pledged or otherwise disposed or delivered by Xxxxxxx or a Permitted Transferee (as hereinafter defined) (a "Transfer") to any individual, firm, company, corporation, unincorporated association, partnership, trust, joint venture or other entity (a "Proposed Transferee") in any transaction other than a transaction effected on the Nasdaq Stock Market or any stock exchange or over-the-counter trading system on which the Company's Common Shares are traded (a "Public Transfer"), the Common Shares shall first be offered to MVII in the following manner: (a) If Xxxxxxx or a Permitted Transferee proposes to Transfer any Common Shares (the "Selling Shareholder"), then the Selling Shareholder shall give a written notice (the "Seller Notice") to MVII stating (i) the Selling Shareholder's bona fide intention to Transfer such Common Shares; (ii) the name of New Securities by the -------------------------------------------------------------- CompanyProposed Transferee; (iii) the number of Common Shares the Selling Shareholder desires to Transfer (the "Offered Shares"); and (iv) the price for which the Selling Shareholder proposes to Transfer the Offered Shares. The Company hereby grants to each Purchaser the right of first refusal ------- MVII shall thereafter have an option to purchase up to its Pro Rata Share of New Securities which the Company may, from time to time, propose to sell and issue after Offered Shares in accordance with the date of this Agreementprovisions set forth below. (ib) In the event the Company proposes to undertake MVII will have an issuance of New Securitiesoption, it shall give each Purchaser written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Purchaser shall have for fifteen (15) days from Business Days (as hereinafter defined) after receiving the date Seller Notice, to give written notice to the Selling Shareholder and the Company of receipt its election to purchase all, but not less than all, of any such notice (the Offered Shares. The purchase price and other terms at which fifteen (15) day period the Offered Shares are offered to MVII shall be specified in the notice) to agree to purchase the Purchaser's Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice by giving written notice Seller Notice. A "Business Day" shall mean any day other than a Saturday or Sunday or any other day on which banks in Houston, Texas are authorized or required to the Company and stating therein the quantity of New Securities to be purchasedclose. (ii) In the event the Purchaser fails to exercise the right of first refusal within such fifteen (15) day period or affirmatively indicates that no such exercise will occur, then the Company shall have ninety (90) days thereafter to close the sale of the New Securities respecting which the Purchaser's option was not exercised, at a price and upon general terms no more favorable to the purchasers thereof than specified in the Company's notice. In the event the Company has not sold the New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities to the Purchasers in the manner provided above. (iii) The right of first refusal hereunder is not assignable except (A) by each of such Purchasers to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or (B) to a transferee who acquires 100,000 or more shares of Common Stock acquired upon conversion of the Preferred (appropriately adjusted for Recapitalizations). Notwithstanding the foregoing, National Broadcasting Company, Inc. ("NBC") shall be entitled to transfer its right of --- first refusal to no more than four (4) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission, provided each such assignee agrees in writing to be subject to the terms of this Agreement as if it were the Series C Purchaser hereunder.

Right of. First Refusal Upon Issuances If Nucryst receives from a competitor of New Securities by S&N in the -------------------------------------------------------------- Companywound care market a bona fide offer (“Qualifying Offer”) to purchase the Technology Assets and Nucryst desires to accept the Qualifying Offer, Nucryst shall give written notice (the “First Refusal Transfer Notice”) to S&N of that desire. The Company hereby grants First Refusal Transfer Notice shall describe the Technology Assets and the proposed price (“Offered Purchase Price”) for the sale of the Technology Assets and the proposed terms (“Offered Purchase Terms”) for such sale as set forth in the Qualifying Offer. Nucryst shall not be obligated to each Purchaser provide to S&N a copy of the right Qualifying Offer or disclose the name of first refusal ------- the competitor of S&N that made the Qualifying Offer. S&N shall have the option (the “Purchase Option”) to purchase up to its Pro Rata Share all of New Securities which the Company may, from time to time, propose to sell Technology Assets for the Offered Purchase Price and issue after on the date Offered Purchase Terms. The Purchase Option shall be and remain irrevocable for a period (the “First Refusal Transfer Period”) ending on the earlier of this Agreement. (i) In 11:59 p.m. Calgary time on the event [***] following the Company proposes date the First Refusal Transfer Notice is given by Nucryst to undertake an issuance of New Securities, it shall give each Purchaser S&N; and (ii) 11:59 p.m. Calgary time on the business day prior to the day the Qualifying Offer expires pursuant to its terms. S&N may elect to exercise the Purchase Option by giving written notice of its intentionelection to Nucryst, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each Purchaser shall have fifteen (15) days from the date of receipt of any such notice (which fifteen (15) day period exercise shall be specified maintained in the notice) to agree to purchase the Purchaser's Pro Rata Share of such New Securities for the price and upon the general terms specified in the notice confidence by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. (ii) In the event the Purchaser fails Nucryst. If S&N elects to exercise the right Purchase Option, S&N’s notice of first refusal within such fifteen election shall fix a closing date (15the “First Refusal Transfer Closing Date”) day period or affirmatively indicates that no such exercise will occur, then for the Company shall have ninety (90) days thereafter to close the sale purchase of the New Securities respecting Technology Assets, which shall not be later than the Purchaser's option was not exercised, at a price and upon general terms no more favorable business day prior to the purchasers thereof expiry of the Qualifying Offer. The Offered Purchase Price shall be paid in cash by S&N on the First Refusal Transfer Closing Date. If S&N does not exercise the Purchase Option or if the Purchase Option is exercised but the transition does not close by the expiry of the First Refusal Transfer Period for any reason other than specified in the Company's noticedefault of Nucryst, Nucryst shall be permitted to accept the Qualifying Offer or another offer on substantially similar or better terms at any time during the period ending [***] (the “First Refusal Free Transfer Period”) after the expiry of the First Refusal Transfer Period. In If Nucryst does not transfer the event the Company has not sold the New Securities within such ninety (90) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities Technology Assets pursuant to the Purchasers in the manner provided above. (iii) The Qualifying Offer or another offer on substantially similar or better terms within a First Refusal Free Transfer Period, Nucryst’s right of first refusal hereunder is not assignable except (A) by each of such Purchasers to any affiliated partnership or corporation or to a partner or retired partner of such Purchaser or affiliated partnership or corporation or (B) to a transferee who acquires 100,000 or more shares of Common Stock acquired upon conversion of the Preferred (appropriately adjusted for Recapitalizations). Notwithstanding the foregoing, National Broadcasting Company, Inc. ("NBC") shall be entitled to transfer its right of --- first refusal to no more than four (4) affiliates (as such term is defined pursuant to Rule 405 under the Securities Act) of NBC, each of whom is an accredited investor within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission, provided each such assignee agrees in writing to be subject to the terms of this Agreement as if it were the Series C Purchaser hereunder.the