Common use of Sale of the Company Clause in Contracts

Sale of the Company. During the term of the Distribution Agreement, dated of even date herewith between the Company and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets of the Company or a sale of the Company, whether structured as a merger or acquisition, in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transaction, or an exclusive license of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale of the Company, the Company shall notify the Purchaser, specifying all material aspects of the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement for the Sale of the Company within such period, the right provided hereunder shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer (the “Calculation Period”), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx. e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During the term If there shall occur a merger, consolidation or plan of the Distribution Agreement, dated of even date herewith between exchange involving the Company and pursuant to which the Purchaser, the Company hereby grants the Purchaser a right outstanding shares of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets Common Stock of the Company are converted into cash or other stock, securities or property, or a sale of the Companysale, whether structured as a merger lease, exchange or acquisition, other transfer (in a single one transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% ) of the voting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transactionall, or an exclusive license of all of substantially all, the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale assets of the Company, then, as determined by the Company Committee or the Board of Directors, either: (1) the unvested RSUs shall notify the Purchaser, specifying all material aspects be converted into restricted stock units for stock of the offer surviving or acquiring corporation in the applicable transaction, with the amount and type of shares subject thereto to be conclusively determined by the Committee, taking into account the relative values of the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by the former holders of the Company’s Common Stock following the applicable transaction, and disregarding fractional shares, with the dates for vesting of RSUs, payment and other terms of this Agreement unchanged; (2) the “Sale Offer Notice”)unvested RSUs shall be converted into a cash payment obligation of the surviving or acquiring corporation in an amount equal to the proceeds a holder of the underlying shares would have received in proceeds from such transaction with respect to those shares, with the dates for vesting of RSUs, payment and other terms of this Agreement unchanged; or (3) all of the unvested RSUs shall immediately vest based on the number of RSUs earned for completed Performance Periods and assuming 100% earning level for any uncompleted Performance Periods and all underlying shares shall be delivered simultaneously with the closing of the applicable transaction such that the Recipient will participate as a shareholder in receiving proceeds from such transaction with respect to those shares. The Purchaser shall have fifteen In the case of (151) days from and (2) if any Performance Period has not been completed as of the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusaltransaction, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement Closing Price for the Sale of the Company within such period, the right provided hereunder Performance Period shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after price per share received by the Company’s IPO, Xxxx stockholders in the transaction. Relative performance for such uncompleted Performance Period shall then be measured against the Xxxxxxx may sell, 2000 Index performance from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within Xxxxxxx 2000 Index Baseline through the meaning of Section 13(b) or 14(d) 30 trading day average closing price of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares 2000 Index in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price period ending on each day from the date of the offer closing of the transaction. The Company’s stock performance relative to the date of Raven’s acceptance of such offer (Xxxxxxx 2000 Index shall then be determined consistently with the “Calculation Period”), and dividing such total closing bid prices by the methodology specified herein for completed Performance Periods. The number of days RSUs subject to this Agreement so determined shall then continue to vest based upon Recipient’s continuing service to the Company, the acquirer, or their parents or subsidiaries through [Vest Date], subject to accelerated vesting as set forth in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx1(d)(ii). e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During the term If there shall occur a merger, consolidation or plan of the Distribution Agreement, dated of even date herewith between exchange involving the Company and pursuant to which the Purchaser, the Company hereby grants the Purchaser a right outstanding shares of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets Common Stock of the Company are converted into cash or other stock, securities or property, or a sale of the Companysale, whether structured as a merger lease, exchange or acquisition, other transfer (in a single one transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% ) of the voting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transactionall, or an exclusive license of all of substantially all, the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale assets of the Company, then, as determined by the Company Committee or the Board of Directors, either: (1) the unvested RSUs shall notify the Purchaser, specifying all material aspects be converted into restricted stock units for stock of the offer surviving or acquiring corporation in the applicable transaction, with the amount and type of shares subject thereto to be conclusively determined by the Committee, taking into account the relative values of the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by the former holders of the Company’s Common Stock following the applicable transaction, and disregarding fractional shares, with the dates for vesting of RSUs, payment and other terms of this Agreement unchanged; (2) the “Sale Offer Notice”)unvested RSUs shall be converted into a cash payment obligation of the surviving or acquiring corporation in an amount equal to the proceeds a holder of the underlying shares would have received in proceeds from such transaction with respect to those shares, with the dates for vesting of RSUs, payment and other terms of this Agreement unchanged; or (3) all of the unvested RSUs shall immediately vest based on the number of RSUs earned for completed Performance Periods and assuming 100% earning level for any uncompleted Performance Periods and all underlying shares shall be delivered simultaneously with the closing of the applicable transaction such that the Recipient will participate as a shareholder in receiving proceeds from such transaction with respect to those shares. The Purchaser shall have fifteen In the case of (151) days from and (2) if any Performance Period has not been completed as of the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusaltransaction, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement Closing Price for the Sale of the Company within such period, the right provided hereunder Performance Period shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after price per share received by the Company’s IPO, Xxxx stockholders in the transaction. Relative performance for such uncompleted Performance Period shall then be measured against the Xxxxxxx may sell, 2000 Index performance from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within Xxxxxxx 2000 Index Baseline through the meaning of Section 13(b) or 14(d) 20 trading day average closing price of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares 2000 Index in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price period ending on each day from the date of the offer closing of the transaction. The Company’s stock performance relative to the date of Raven’s acceptance of such offer (Xxxxxxx 2000 Index shall then be determined consistently with the “Calculation Period”), and dividing such total closing bid prices by the methodology specified herein for completed Performance Periods. The number of days RSUs subject to this Agreement so determined shall then continue to vest based upon Recipient’s continuing service to the Company, the acquirer, or their parents or subsidiaries through May 16, 2019, subject to accelerated vesting as set forth in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx1(d)(ii). e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During the term of the Distribution Agreement(a) As used herein, dated of even date herewith between the Company and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets of the Company or a sale "Sale of the Company" means (i) any sale (however effected, whether structured as a merger including without limitation by sale of stock, merger, share exchange or acquisitionotherwise, including without limitation in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company prior to such transaction or series of related transactions) of all or substantially all of the outstanding voting stock of the Company, own less or (ii) any sale, lease or disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; provided, that in neither case, shall a Sale of the Company include a transaction set forth above where the holders of the Company's voting stock immediately prior to the transaction hold more than 5150% of the outstanding voting securities stock of the Company or other entity after its successor following such transaction, or an exclusive license . (b) The Company shall give each Holder at least 20 business days prior notice of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “any Sale of the Company”. (c) Notwithstanding anything to the contrary herein, this Warrant will expire at the closing for a Sale of the Company if the Company so elects in a written notice given to the Holder of this Warrant at least 20 business days prior to such closing. (d) Upon receipt of notice of expiration of the Warrant pursuant to Section 12(c) hereof, any Holder may: (i) elect (by giving written notice received by the Company no later than three business days before the closing for such Sale of the Company) to have the Company redeem all of that Holder's Warrants for an amount (the "Redemption Amount") equal to the aggregate fair market value of the Shares for which such Warrants are exercisable (as indicated by the Sale of the Company) less the aggregate exercise price of such Warrants; in which case the Company shall redeem such Warrants and pay the Redemption Amount to such Holder at such closing (or as soon thereafter, without interest, as the Warrant Holder surrenders to the Company the Warrants being redeemed); (ii) let the Holders' Warrants expire in accordance with their terms (subject to Section 12(c)); or (iii) exercise the Holder's Warrants in accordance with their terms prior to the expiration thereof (subject to the Section 12(c)). a. If (e) Neither this Section 12, nor any notice or election contemplated by this Section 12, shall create any obligation on the Company's part to consummate any Sale of the Company. If, after any notice or election contemplated by this Section 12 is given, the Company receives a bona fide offer for determines not to consummate the Sale of the Company, then the Company shall notify the PurchaserHolders of such determination, specifying all material aspects of the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a whereupon any preceding notices or elections under this Section 12 regarding such Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement for the Sale of the Company within such period, the right provided hereunder shall be deemed to be revived null and the Company may not undergo a Sale void and of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3no effect. d. The foregoing notwithstanding, after the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer (the “Calculation Period”), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx. e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During the term of the Distribution Agreement(a) As used herein, dated of even date herewith between the Company and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets of the Company or a sale "Sale of the Company" means (i) any sale (however effected, whether structured as a merger including without limitation by sale of stock, merger, share exchange or acquisitionotherwise, including without limitation in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company prior to such transaction or series of related transactions) of all or substantially all of the outstanding voting stock of the Company, own less or (ii) any sale, lease or disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; provided, that in neither case, shall a Sale of the Company include a transaction set forth above where the holders of the Company's voting stock immediately prior to the transaction hold more than 5150% of the outstanding voting securities stock of the Company or other entity after its successor following such transaction, or an exclusive license . (b) The Company shall give each Holder at least 20 business days prior notice of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “any Sale of the Company”). a. If (c) Notwithstanding anything to the contrary herein, this Warrant will expire at the closing for a Sale of the Company receives if the Company so elects in a bona fide offer written notice given to the Holder of this Warrant at least 20 business days prior to such closing. (d) Upon receipt of notice of expiration of the Warrant pursuant to Section 12(c) hereof, any Holder may: (i) elect (by giving written notice received by the Company no later than three business days before the closing for such Sale of the Company) to have the Company redeem all of that Holder's Warrants for an amount (the "Redemption Amount") equal to the aggregate fair market value of the Shares for which such Warrants are exercisable (as indicated by the Sale of the Company, ) less the aggregate exercise price of such Warrants; in which case the Company shall notify redeem such Warrants and pay the PurchaserRedemption Amount to such Holder at such closing (or as soon thereafter, specifying all material aspects of without interest, as the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification Warrant Holder surrenders to the Company within fifteen the Warrants being redeemed); (15ii) days after let the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement for the Sale of the Company within such period, the right provided hereunder shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser Holders' Warrants expire in accordance with this their terms (subject to Section 4.3.12(c)); or d. The foregoing notwithstanding, after (iii) exercise the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold Holder's Warrants in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person accordance with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer their terms prior to the date of Raven’s acceptance of such offer expiration thereof (subject to the “Calculation Period”Section 12(c), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx). e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During i. At any time after April 4, 2000, and before the term consummation of the Distribution Agreementa Purchaser Approved Offering, dated of even date herewith between the Company and the if a bona fide offer is made by any person (other than Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on or any sale of person or entity related to or affiliated with Purchaser), to purchase all or substantially all of the assets or shares of the Company or a sale stock of the Company, whether structured as a merger or acquisitionand Purchaser gives the Company written notice that it desires such offer to be accepted, in a single transaction or a series of related transactions, pursuant to which the Company and its shareholders owning at least 51% shall either accept the offer and consummate the sale on the terms and conditions of the voting securities of offer, or the Company shall acquire all the equity interests owned by Purchaser in the Company on the same terms and conditions as the offer; provided, however, that if such offer is made prior to such transaction or series of related transactionsApril 4, own less than 51% of the voting securities of the Company or other entity after such transaction, or an exclusive license of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale of the Company2002, the Company shall notify have no such obligation unless the Purchaser, specifying all material aspects total consideration of such offer is at least $50,000,000. In determining the total consideration for purposes of the foregoing, any deferred payment shall be discounted to present value at a discount rate of eight percent (8%) per annum. If the total consideration set forth in the offer includes anything other than cash and/or marketable securities (the “Sale Offer Notice”)"Non-Cash Consideration") then the Company, at its option, may acquire Purchaser's equity interests for the product of (a) either (i) the Non-Cash Consideration specified or (ii) cash in the amount of the fair market value of the total consideration set forth in the offer, multiplied by (b) the percentage of all outstanding equity interests of the Company that then is owned by Purchaser. In the event Purchaser and the Company cannot agree on the fair market value of such Non-Cash consideration, such fair market value shall be as agreed by the parties' respective accountants, and if such accountants cannot agree within twenty (20) days of the date the dispute is referred to them, the dispute shall be promptly referred to arbitration pursuant to Section 13 below. The Purchaser foregoing procedures are hereinafter referred to as the "Accountants' Procedures." If the offer contemplates an asset sale, the Company may acquire Purchaser's equity interests for cash equal to the product of (a) the after-tax value to the Company of the consideration set forth in the offer multiplied by (b) the percentage of all outstanding equity interests of the Company that is then owned by Purchaser. If the Company decides to acquire Purchaser's equity interests, the Company shall have fifteen acquire Purchaser's equity interests for cash within ninety (1590) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First RefusalPurchaser's written notice. b. By notification to ii. At any time before the Company within fifteen (15) days after the Sale Offer Notice is givenconsummation of a Purchaser Approved Offering, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale if any assets or stock of the Company is sold for any reason, or if the Company is merged or consolidated, then the following payments (the "Management Shareholder Payments") to the Management Shareholders in connection with such sale, merger or consolidation shall be deemed, for purposes of this Agreement, as part of the total consideration to be paid for the Company so that Purchaser shall be entitled to receive from the Company, before any distribution to shareholders, a priority distribution equal to the product of (1) the sum of (a) all payments made to a Management Shareholder in consideration of any covenant not to compete or consulting agreement, plus (b) the component of any compensation to a Management Shareholder for employment services that is in excess of the prevailing industry average compensation, paid by companies that are similar to the company that will be making the payments to the Management Shareholder, for the management responsibilities actually to be performed by the Management Shareholder, as such average compensation is mutually agreed between the Company, the Management Shareholder and Purchaser, or if they cannot agree, then as determined by a current survey of total compensation conducted by a qualified representative of a nationally recognized investment banking or accounting firm mutually agreeable to the Company, the Management Shareholder, and Purchaser, multiplied by (2) the percentage of all equity interests in the Company that is then owned by Purchaser. The priority distribution due Purchaser under this Paragraph 2.e.ii. shall be paid on the terms set forth in same schedule as the Sale Offer Notice. The closing of any Sale of Management Shareholder Payments are received by the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer NoticeManagement Shareholder. If the Company does not enter into an agreement for has insufficient funds to pay the Sale portion of the Company within such periodpriority distribution that is due at the time a Management Shareholder receives a Management Shareholder Payment, the right provided hereunder Management Shareholders receiving Management Shareholder Payments shall be deemed to be revived and pay Purchaser the Company may not undergo a Sale amount of the Company unless first reoffered to the Purchaser such insufficiency pro rata in accordance with this Section 4.3. d. The foregoing notwithstandingthe proportionate amounts of each such Management Shareholder's Payments, after such amount to be paid on the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock same schedule as the payments are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer (the “Calculation Period”), and dividing such total closing bid prices received by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx XxxxxxxManagement Shareholder. e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During (a) If, at any time following the term occurrence of an Ownership Change Event and for so long as C&D Fund IV owns, together with the shares of Common Stock owned by its Affiliate Transferees and Fund Distributees, in the aggregate at least 15% of the Distribution Agreementthen outstanding shares of Common Stock, dated of even date herewith between the Company and the Purchaser, the Company hereby grants the Purchaser Holding's Board approves a right of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets of the Company or a sale Sale of the Company, whether structured as a merger then before Holding, Remington or acquisition, in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transaction, or an exclusive license of all of the Company Intellectual Property BRS Fund II enters into any binding agreement with any Person with respect to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”: (i) BRS Fund II must first give written notice (a "Sale Notice") to C&D Fund IV and Holding's Board; (ii) The Sale Notice must (1) be in writing, (2) specify that BRS Fund II or Holding, as the case may be, wishes to effect a Sale of the Company, (3) be irrevocable by its terms for at least 20 Business Days from the date of receipt by C&D Fund IV (the "Sale Period"), (4) specify the number of Covered Shares (the "Sale Shares") then held by BRS Fund II, its Affiliate Transferees and its Fund Distributees, (5) specify the price per Covered Share or, in the case of an asset sale, the implied price per Covered Share based on the enterprise value of Holding and its Subsidiaries (which must be a cash price) at which BRS Fund II is offering to sell the Sale Shares to C&D Fund IV (the "Equity Purchase Price"), (6) specify that the Sale Shares will be delivered free and clear of all liens, and (7) specify any other material terms and conditions of the offer; (iii) The Sale Notice will constitute an offer (the "Sale Offer") to C&D Fund IV to purchase the Sale Shares at the Equity Purchase Price and the other terms and conditions set forth in the Sale Notice; and (iv) C&D Fund IV may accept the Sale Offer by delivering a written notice to BRS Fund II at any time during the Sale Period. a. (b) If C&D Fund IV accepts the Sale Offer: (i) C&D Fund IV and BRS Fund II, its Affiliate Transferees and its Fund Distributees must consummate the sale and purchase of the Sale Shares no later than 15 Business Days after such acceptance, by payment of cash in the amount of the Equity Purchase Price for the Sale Shares against delivery by BRS Fund II, its Affiliate Transferees and Fund Distributees of all documents necessary to transfer the Sale Shares to C&D Fund IV, free and clear of all liens, including appropriate endorsed stock certificates or other instruments representing the Sale Shares; and (ii) BRS Fund II will, at the option of C&D Fund IV, either exercise in favor of C&D Fund IV, or assign to C&D Fund IV, any "drag-along" right or other similar right of BRS Fund II with respect to the capital stock, stock appreciation rights, profit participation interests or other similar rights of Holding or its Subsidiaries, including the take-along rights provided in the Registration and Participation Agreement. (c) If C&D Fund IV does not accept the Sale Offer: (i) Holding or BRS Fund II, as the case may be, may consummate the Sale of the Company receives contemplated in the Sale Notice to any Person for an aggregate consideration, which consideration may be in cash, stock, notes or a bona fide offer for combination of the foregoing, equal to or greater than the enterprise value implied by the Equity Purchase Price, and upon other terms in the aggregate that are no more favorable to such Person than those set forth in the Sale Notice, in all material respects, during the 180 days following the completion of the procedures specified in Section 4.4(a); (ii) C&D Fund IV will, and will cause its Affiliate Transferees and Fund Distributees to, (x) take all actions necessary to consummate the Sale of the Company, including, without limitation, executing any applicable purchase agreement and exercising any outstanding options held by C&D Fund, its Affiliate Transferees and Fund Distributees, consent to, vote for, participate in (on the Company shall notify same terms and conditions as BRS Fund II) and raise no objection against the Purchaser, specifying all material aspects of the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on or the terms set forth in process pursuant to which the Sale Offer Notice. The closing of any Sale of the Company pursuant was conducted, provided that C&D Fund IV, its Affiliate Transferees and Fund Distributees are required to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided participate in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable or consent to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement or vote for the Sale of the Company within such periodonly on the same terms and conditions as BRS Fund II, and (y) exercise any "drag-along" right or other similar right of C&D Fund IV or any of its Affiliates with respect to the right provided hereunder shall be deemed capital stock, stock appreciation rights, profit participation interests or other similar rights of Holding or its Subsidiaries in order to be revived and facilitate the Company may not undergo Sale of the Company; and (iii) If a Sale of the Company unless first reoffered is not consummated within such 180-day period, no Sale of the Company may be effected without again complying with the requirements of this Section 4.4. (d) If C&D Fund IV is not entitled to the Purchaser rights set forth in this Section 4.4 and Holding's Board approves a Sale of the Company, then C&D Fund IV will, and will cause its Affiliate Transferees and Fund Distributees to, (x) take all actions necessary to consummate the Sale of the Company, including, without limitation, executing any applicable purchase agreement and exercising any outstanding options held by C&D Fund, its Affiliate Transferees and Fund Distributees, consent to, vote for, participate in (on the same terms and conditions as BRS Fund II) and raise no objection against the Sale of the Company or the process pursuant to which the Sale of the Company was conducted, provided that C&D Fund, its Affiliate Transferees and Fund Distributees are required to participate in or consent to or vote for the Sale of the Company only on the same terms and conditions as BRS Fund II, and (y) exercise any "drag-along" right or other similar right of C&D Fund IV with respect to the capital stock, stock appreciation rights, profit participation interests or other similar rights of Holding or its Subsidiaries in order to facilitate the Sale of the Company. (e) C&D Fund IV may assign its right to purchase the Sale Shares under this Section 4.4 to any of its Affiliates. (f) The time periods specified in this Section 4.4 are subject to automatic extension as necessary to apply for and obtain any governmental approvals that are required to consummate the proposed transaction in accordance with this Section 4.3. d. The foregoing notwithstanding, after applicable law. In the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance event of such offer (extension, the “Calculation Period”), and dividing such total closing bid prices by relevant period will end on the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice fifth Business Day following receipt of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxxrequired governmental approval. e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During (a) In the term event of a Sale of the Distribution AgreementCompany, dated at the Holder’s election, (i) this Note, including all interest accrued and unpaid hereunder (plus the prepayment penalty pursuant to Section 3 hereof, if the Sale of even date herewith between the Company occurs prior to a Non-IPO Equity Financing or IPO Equity Financing) shall become due and payable immediately prior to the Purchaser, consummation of the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets Sale of the Company or a sale of the Company, whether structured as a merger or acquisition, in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company (ii) immediately prior to such transaction or series the consummation of related transactions, own less than 51% of the voting securities of the Company or other entity after such transaction, or an exclusive license of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale of the Company, the Company shall notify the Purchaser, specifying principal amount then outstanding under this Note together with all material aspects of the offer accrued but unpaid interest thereon (the “Sale Offer NoticeConversion Amount”) shall be automatically converted into that number of fully paid and nonassessable shares of the Borrower’s Common Stock as is equal to the Sale Conversion Amount, divided by the per share price to be received by the holders of the Borrower’s Common Stock in the Sale of the Company (the “Sale Consideration”). The Purchaser . (b) Written notice of a Sale of the Company shall have be delivered to the Holder at least fifteen (15) days from in advance of the anticipated closing date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a such Sale of the Company on (the terms “Sale Date”), at the address for notice set forth in the Sale Offer Notice. The closing manner below, notifying the Holder of any the Sale of the Company pursuant Company, including specifying (i) the Sale Consideration to this Section 4.3(bthe extent available and, if the final Sale Consideration is not available, the anticipated range for such Sale Consideration, (ii) shall occur within ninety (90) days a definitive term sheet setting forth the anticipated terms of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less thanCompany, and upon terms (iii) the anticipated Sale Date. As soon as feasible but in no more favorable event less than five (5) business days in advance of the anticipated Sale Date, Borrower shall deliver to Holder, at the offeree thanaddress for notice set forth below, those specified in the Sale Offer Notice. If the Company does definitive (or, if definitive documents do not enter into an agreement then exist, substantially final drafts of the) definitive documents for the Sale of the Company within such periodCompany. At least two (2) business days prior to the anticipated Sale Date, the right provided hereunder Holder shall provide the Borrower with notice of its election under Section 8(a). (c) If the Holder elects (i) in Section 8(a), then the aggregate amount payable under (i) above shall be deemed paid to be revived and the Company may not undergo a Holder upon the consummation of the Sale of the Company unless first reoffered to Company. If the Purchaser Holder elects (ii) in accordance with Section 8(a), then this Section 4.3Note shall automatically convert on the Sale Date without any further action by the Holder hereof and the Holder shall receive the Sale Consideration for the shares into which the Note has converted. d. The foregoing notwithstanding(d) As used herein, after “Sale of the Company” means (i) any sale, transfer or other disposition to another company of all or substantially all of the Borrower’s IPOassets, Xxxx Xxxxxxx may sell, from time to time, a portion (ii) the sale of his Common Stock, provided that no shares of the Borrower resulting in more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer (the “Calculation Period”), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 5150% of the issued and outstanding shares voting power of Common Stock held by Xxxx Xxxxxxxthe Borrower or of the surviving entity being vested in persons other than the persons who own 50% or more of the voting power of the Borrower immediately prior to the effectiveness of such transaction, or (iii) a merger or consolidation of the Borrower resulting in more than 50% of the voting power of the Borrower or of the surviving entity being vested in persons other than the persons who own 50% or more of the voting power of the Borrower immediately prior to the effectiveness of such transaction. e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During the term of the Distribution Agreement(a) As used herein, dated of even date herewith between the Company and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets of the Company or a sale "Sale of the Company" means (i) any sale (however effected, whether structured as a merger including without limitation by sale of stock, merger, share exchange or acquisitionotherwise, including without limitation in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company prior to such transaction or series of related transactions) of all or substantially all of the outstanding voting stock of the Company, own less or (ii) any sale, lease or disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; provided, that in neither case, shall a Sale of the Company include a transaction set forth above where the holders of the Company's voting stock immediately prior to the transaction hold more than 5150% of the outstanding voting securities stock of the Company or other entity after its successor following such transaction, or an exclusive license . (b) The Company shall give each Holder at least 20 business days prior notice of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “any Sale of the Company”). a. If (c) Notwithstanding anything to the contrary herein, this Warrant will expire at the closing for a Sale of the Company receives if the Company so elects in a bona fide offer written notice given to the Holder of this Warrant at least 20 business days prior to such closing. (d) Upon receipt of notice of expiration of the Warrant pursuant to Section 12(c) hereof, any Holder may: (i) elect (by giving written notice received by the Company no later than three business days before the closing for such Sale of the Company) to have the Company redeem all of that Holder's Warrants for an amount (the "Redemption Amount") equal to the aggregate fair market value (as indicated by the Sale of the Company, ) of the Shares that then Indirectly Underlie such Warrants less the aggregate exercise price of such Warrants and the Securities underlying such Warrants; in which case the Company shall notify redeem such Warrants and pay the PurchaserRedemption Amount to such Holder at such closing (or as soon thereafter, specifying all material aspects of without interest, as the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification Warrant Holder surrenders to the Company within fifteen the Warrants being redeemed); (15ii) days after let the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement for the Sale of the Company within such period, the right provided hereunder shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser Holders' Warrants expire in accordance with this their terms (subject to Section 4.3.12(c)); or d. The foregoing notwithstanding, after (iii) exercise the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold Holder's Warrants in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person accordance with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer their terms prior to the date of Raven’s acceptance of such offer expiration thereof (subject to the “Calculation Period”Section 12(c), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx). e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During (a) In the term event of the Distribution Agreement, dated of even date herewith between the Company (and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”concurrently with) on any sale of all or substantially all the assets of the Company or a sale of the Company, whether structured as a merger or acquisition, in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transaction, or an exclusive license of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale of the Company, the Company shall notify the Purchaser, specifying all material aspects of the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth which results in the Sale Offer Notice. The closing of any Sale of Company no longer being a Reporting Company under the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement for the Sale of the Company within such period, the right provided hereunder shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Securities Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires , (a “Triggering Sale”) the Company agrees to sell more than 15% pay Consultant a lump sum amount in cash equal to the aggregate amount of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares the unpaid Monthly Retainers that are payable by the Company to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day Consultant from the date of the offer to Sale of the date Company through March 15, 2013. As used herein, “Sale of Raven’s acceptance the Company” shall mean any transaction or series of related transactions (i) the result of which is that any “person” (as such offer term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Calculation PeriodExchange Act”)), and dividing such total closing bid prices by becomes the number “beneficial owner” (as defined in Rule 13d-3 of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice Exchange Act), of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51more than 50% of the issued and outstanding shares common stock of Common Stock held the Company, (ii) that results in the sale of all or substantially all of the Company’s assets, or (iii) that results in the consolidation or merger of the Company with or into another corporation or corporations or other entity or entities in which the Company is not the survivor (except any such corporation or entity controlled, directly or indirectly, by Xxxx Xxxxxxxthe Company). All remaining unpaid Monthly Retainers (other than the lump sum amount detailed above) shall continue to be paid in accordance with this Agreement following a Sale of the Company. e. The provisions (b) Each Monthly Retainer to be paid after March 15, 2013 through the end of the Consulting Term shall be paid on the earlier to occur of (i) a Triggering Sale of the Company that constitutes a “change in this control event” as defined in Treasury Regulations Section 4.3, including Section 4.3(d1.409A-3(i)(5)(i), ), or (ii) the scheduled monthly payment date as set forth in Section 3(a). (c) In the event that the Company sells M2P2 LLC and thereafter has less than $5,000,000 in US based assets, the Company will place the full amount of remaining unpaid Monthly Retainers in escrow, which shall terminate at such time as the Distribution Agreement is terminated or expiredcontinue to be paid thereafter in accordance with this Agreement.

Sale of the Company. During the term If there shall occur a merger, consolidation or plan of the Distribution Agreement, dated of even date herewith between exchange involving the Company and pursuant to which the Purchaser, the Company hereby grants the Purchaser a right outstanding shares of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets Common Stock of the Company are converted into cash or other stock, securities or property, or a sale of the Companysale, whether structured as a merger lease, exchange or acquisition, other transfer (in a single one transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% ) of the voting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transactionall, or an exclusive license of all of substantially all, the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale assets of the Company, then, as determined by the Company Committee or the Board of Directors, either: (1) the unvested RSUs shall notify the Purchaser, specifying all material aspects be converted into restricted stock units for stock of the offer surviving or acquiring corporation in the applicable transaction, with the amount and type of shares subject thereto to be conclusively determined by the Committee, taking into account the relative values of the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by the former holders of the Company’s Common Stock following the applicable transaction, and disregarding fractional shares, with the dates for vesting of RSUs, payment and other terms of this Agreement unchanged; (2) the “Sale Offer Notice”)unvested RSUs shall be converted into a cash payment obligation of the surviving or acquiring corporation in an amount equal to the proceeds a holder of the underlying shares would have received in proceeds from such transaction with respect to those shares, with the dates for vesting of RSUs, payment and other terms of this Agreement unchanged; or (3) all of the unvested RSUs shall immediately vest based on the number of RSUs earned for completed Performance Periods and assuming 100% earning level for any uncompleted Performance Periods and all underlying shares shall be delivered simultaneously with the closing of the applicable transaction such that the Recipient will participate as a shareholder in receiving proceeds from such transaction with respect to those shares. The Purchaser shall have fifteen In the case of (151) days from and (2) if any Performance Period has not been completed as of the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusaltransaction, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement Closing Price for the Sale of the Company within such period, the right provided hereunder Performance Period shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after price per share received by the Company’s IPO, Xxxx stockholders in the transaction. Relative performance for such uncompleted Performance Period shall then be measured against the Xxxxxxx may sell, 2000 Index performance from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within Xxxxxxx 2000 Index Baseline through the meaning of Section 13(b) or 14(d) 30 trading day average closing price of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares 2000 Index in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price period ending on each day from the date of the offer closing of the transaction. The Company’s stock performance relative to the date of Raven’s acceptance of such offer (Xxxxxxx 2000 Index shall then be determined consistently with the “Calculation Period”), and dividing such total closing bid prices by the methodology specified herein for completed Performance Periods. The number of days RSUs subject to this Agreement so determined shall then continue to vest based upon Recipient’s continuing service to the Company, the acquirer, or their parents or subsidiaries through May 9, 2021, subject to accelerated vesting as set forth in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx1(d)(ii). e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During the term of the Distribution Agreement(a) As used herein, dated of even date herewith between the Company and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets of the Company or a sale Sale of the Company” means (i) any sale (however effected, whether structured as a merger including without limitation by sale of stock, merger, share exchange or acquisitionotherwise, including without limitation in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company prior to such transaction or series of related transactions) of all or substantially all of the outstanding voting stock of the Company, own less or (ii) any sale, lease or disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; provided, that in neither case, shall a Sale of the Company include a transaction set forth above where the holders of the Company’s voting stock immediately prior to the transaction hold more than 5150% of the outstanding voting securities stock of the Company or other entity after its successor following such transaction, or an exclusive license . (b) The Company shall give each Holder at least twenty (20) business days prior notice of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “any Sale of the Company. (c) Notwithstanding anything to the contrary herein, this Warrant will expire at the closing for a Sale of the Company if the Company so elects in a written notice given to the Holder of this Warrant at least twenty (20) business days prior to such closing. (d) Upon receipt of notice of expiration of the Warrant pursuant to Article 12(c) hereof, any Holder may: (i) subject to the terms of any credit agreement of the Company then in effect, elect (by giving written notice received by the Company no later than three business days before the closing for such Sale of the Company) to have the Company redeem all of that Holder’s Warrants for an amount (the “Redemption Amount”) equal to the aggregate fair market value of the Shares for which such Warrants are exercisable (as indicated by the Sale of the Company) less the aggregate exercise price of such Warrants; in which case the Company shall redeem such Warrants and pay the Redemption Amount to such Holder at such closing (or as soon thereafter, without interest, as the Warrant Holder surrenders to the Company the Warrants being redeemed); (ii) let the Holders’ Warrants expire in accordance with their terms (subject to Article 12(c)); or (iii) exercise the Holder’s Warrants in accordance with their terms prior to the expiration thereof (subject to the Article 12(c)). a. If (e) Neither this Article 12, nor any notice or election contemplated by this Article 12, shall create any obligation on the Company’s part to consummate any Sale of the Company. If, after any notice or election contemplated by this Article 12 is given, the Company receives a bona fide offer for determines not to consummate the Sale of the Company, then the Company shall notify the PurchaserHolders of such determination, specifying all material aspects of the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a whereupon any preceding notices or elections under this Article 12 regarding such Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement for the Sale of the Company within such period, the right provided hereunder shall be deemed to be revived null and the Company may not undergo a Sale void and of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3no effect. d. The foregoing notwithstanding, after the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer (the “Calculation Period”), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx. e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During (a) The Company agrees to use its best efforts to (i) immediately enter into negotiations with one or more third parties and (ii) try to reach an agreement with such third parties pursuant to which there will occur a Relevant Sale (as defined above). (b) In the term event of one or more Sales of the Distribution Agreement, dated Company which occur on or before the earlier of even date herewith between the Company Last Sale Date (as defined below) and the Purchaserdate of a Relevant Sale, the Company hereby grants shall be obligated to pay, or cause to be paid, to the Purchaser Investors a right of first refusal (the “Right of First Refusal”) on any sale percentage of all consideration paid and payable, directly or substantially all indirectly, by or on behalf of the assets acquirer to the Company, its subsidiaries, its shareholders, its affiliates or any other person on behalf of the Company or (each a sale of the Company, whether structured as a merger or acquisition"PAYEE"), in accordance with the schedule set forth in Section 6(c) below. Such payments shall be applied, as to each Investor, first, to redeem the Outstanding Principal Amount of each Investor's Amended Debentures at a single transaction or a series of related transactions, pursuant cash redemption price equal to which the shareholders owning at least 51100% of the voting securities of the Company prior Outstanding Principal Amount (plus all accrued but unpaid interest and default payments (not previously added to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transaction, or an exclusive license of principal)) being redeemed. After all of an Investor's Amended Debentures have been redeemed and/or converted in full, such Investor shall continue to be entitled to receive the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale percentages of the Company”). a. If the Company receives a bona fide offer for the consideration set forth in Section 6(c) resulting from each Sale of the Company, up to and including the Company shall notify first Relevant Sale (as defined in Section 2(c) above) which occurs on or before the Purchaserlater of (i) June 5, specifying all material aspects 2003 and (ii) the eighteen month anniversary of the offer first date upon which there are no longer any Amended Debentures outstanding (the “Sale Offer Notice”"LAST SALE DATE"). The Purchaser shall have fifteen (15) days from For the avoidance of doubt, consideration paid and/or payable, directly or indirectly, by or on behalf of the acquirer after the Last Sale Date and/or the date of its receipt of the a Relevant Sale Offer Notice with respect to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on which occurred prior to the terms set forth in the Sale Offer Notice. The closing of any Sale earlier of the Company Last Sale Date and the date of a Relevant Sale are covered by this Section 6. After an Investor's Amended Debentures have been redeemed and/or converted in full, payments to be made to such Investor pursuant to this Section 4.3(b6(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement for the Sale of the Company within such period, the right provided hereunder shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser made in accordance with this Section 4.3. d. The foregoing notwithstanding, after the Company’s IPO, Xxxx Xxxxxxx may sell, from time Participation Certificates to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire be delivered by the Company within to each Investor contemporaneously herewith, the meaning form of Section 13(b) or 14(d) of the Exchange Act of 1934, which is attached hereto as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer Exhibit 3 (the “Calculation Period”"PARTICIPATION CERTIFICATES"), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx. e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.

Sale of the Company. During (a) At any time and from time to time after the term earlier to occur of (i) July 31, 2007 or (ii) the receipt by the Company of a Redemption Notice (as defined in the Articles of Incorporation), the holders of a majority of the Distribution AgreementSeries D Underlying Common Stock (the "Preferred D Initiating Holders") may elect, dated by giving written notice (a "Preferred D Sale Notice") of even date herewith between such election to the Company and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets of the Company or a sale of the Company, whether structured as a merger or acquisition, in a single transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% of the voting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transaction, or an exclusive license of all of the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer initiate procedures for the Sale of the Company. If a Preferred D Sale Notice is given in accordance with this Paragraph 3A(a), (A) all holders of Preferred Stock delivering a Redemption Notice shall be deemed to have rescinded such Redemption Notice and such Redemption Notice shall have no further force or effect and (B) the sale procedures set forth below shall apply. (b) If (i) the Company shall notify fails to redeem any shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock (for any reason, including that the Purchaser, specifying all material aspects funds of the offer Company legally available to make such redemption are insufficient) after the receipt by the Company of a Redemption Notice (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt other than a Redemption Notice rescinded as a result of the delivery of a Preferred D Sale Offer Notice pursuant to exercise its Right Paragraph 3(A)(a) above) on the applicable redemption date (such date determined without giving effect to Article IV, Paragraph 3Q of First Refusal. b. By notification the Articles of Incorporation) and (ii) the holders of Series D Underlying Common Stock have not at that time elected to pursue the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on in accordance with this Part 3 pursuant to a Preferred D Sale Notice, the terms set forth in holders of a majority of the Sale Offer Notice. The closing outstanding shares of any such series of Preferred Stock (the "Non-Preferred D Initiating Holders") may elect, by giving written notice (a "Non-Preferred D Sale of Notice") to the Company pursuant and each holder of Series D Stock within 45 days after such redemption date, to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement initiate procedures for the Sale of the Company Company; provided, however, if, within such period30 days after the receipt of a Non-Preferred D Sale Notice (the "Non-Preferred D Notice Rescission Period"), the right provided hereunder shall be deemed holders of a majority of the Series D Underlying Common Stock deliver a Preferred D Sale Notice to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within the meaning of Section 13(b) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer (the “Calculation Period”), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx. e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.pursuant to

Sale of the Company. During (a) Each Existing Shareholder hereby appoints the term Investor Representative as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Shares and other voting securities of the Distribution Company for the approval and consummation of an Approved Sale and all such other matters as expressly provided for in this paragraph 5. The proxies and powers granted by each Existing Shareholder pursuant to this paragraph 5(a) are (or, in the case of any subsequent proxies, will be) coupled with an interest and are (or, in the case of any subsequent proxies, will be) granted in accordance with the provisions of Section 705 of the California Corporations Code and shall each be valid (and irrevocable) for a period of eleven (11) months following the Closing. The proxies and powers granted by each Existing Shareholder pursuant to this paragraph 5(a) (and any subsequent proxies and powers granted by the Existing Shareholders as contemplated below) may, at the request of the Investor Representative, be embodied in one or more separate instruments containing terms consistent with the terms set forth in this paragraph 5(a), and in such case each Existing Shareholder agrees to promptly execute and deliver each such separate instrument or instruments. The proxies and powers described above shall not be valid after the expiration of eleven (11) months following the Closing. No Existing Shareholder shall thereafter be obligated to again appoint the Investor Representative as his, her or its true and lawful proxy and attorney-in-fact for an additional eleven (11) month period or periods to vote all of his, her or its Shares or other voting securities of the Company for the approval and consummation of any Approved Sale and such other matters as expressly provided for in this paragraph 5; provided, however, -------- ------- that if any such Existing Shareholder fails for any reason to do so upon the expiration of any such eleven (11) month period or periods, all of such Existing Shareholders rights (but not obligations) under this Agreement and the Registration Agreement shall automatically and forever thereafter terminate and shall be of no further force and effect. (b) For purposes of this Agreement, dated of even date herewith between the Company and the Purchaser, the Company hereby grants the Purchaser a right of first refusal (the “Right of First Refusal”) on an "Approved Sale" shall mean any ------------- sale of all or substantially all the assets of the Company (or a sale any agreement to sell all or substantially all) of the Company, whether structured as 's assets determined on a merger consolidated basis or acquisition, in a single transaction any sale or a series exchange of related transactions, pursuant all or substantially all (or any agreement to which the shareholders owning at least 51% sell or exchange all or substantially all) of the voting securities Company's outstanding capital stock (whether by merger, sale, recapitalization, consolidation, reorganization, combination or otherwise) to any Person or Persons which is approved by the Board and the holders of a majority of the Company prior to Shares then held by the Investors; provided that no such transaction or series of related transactions, own less than 51% contemplated transaction shall constitute an Approved Sale hereunder unless: (i) upon the consummation of the voting securities of the Company or other entity after such transactionApproved Sale, or an exclusive license of all of the Company Intellectual Property holders of Common Stock and Preferred Stock (on an as converted to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale of the Company, the Company shall notify the Purchaser, specifying all material aspects of the offer (the “Sale Offer Notice”). The Purchaser shall have fifteen (15) days from the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(bCommon Stock basis) shall occur within ninety (90) days receive the same form and amount of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right consideration per share of First Refusal, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement for the Sale of the Company within such period, the right provided hereunder shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after the Company’s IPO, Xxxx Xxxxxxx may sell, from time to time, a portion of his Common Stock, provided that no more than 15% or if any holders of his Common Stock or Preferred Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of Shares representing then currently exercisable rights to acquire shares of Common Stock are sold (including all holders of Preferred Stock) shall be given an opportunity to either (A) exercise such rights (including conversion rights in any single transaction the case of the holders of Preferred Stock) prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or multiple transactions (B) upon the consummation of the Approved Sale, receive in any calendar year, and exchange for such sales are not sold rights consideration equal to a person the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with an intent the Approved Sale less the exercise price (if any) per share of Common Stock of such rights to acquire the Company within the meaning of Section 13(bCommon Stock by (2) or 14(d) of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price on each day from the date of the offer to the date of Raven’s acceptance of such offer (the “Calculation Period”), and dividing such total closing bid prices by the number of days in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock represented by such then currently exercisable rights, and in the case of both clause (A) and clause (B) above, such holders of rights to acquire shares of Common Stock shall also receive upon the exercise or exchange of such rights such additional consideration, if any, as may be payable in connection with such exercise or exchange (including, with respect to the Preferred Stock, all accrued and unpaid dividends thereon payable pursuant to the terms of the Articles of Incorporation). If the Approved Sale is structured as a sale of stock, each holder of Shares shall agree to sell all of his, her or its Shares and rights to acquire Shares on the terms and conditions approved by the Board and the holders of a majority of the Shares held by Xxxx Xxxxxxxthe Investors. e. (c) Each holder of Shares shall bear his, her or its pro-rata share (based upon the number of Shares held by such holder) of the costs of any Approved Sale to the extent such costs are incurred for the benefit of all holders of Shares and are not otherwise paid by the Company or the acquiring party and shall be obligated to join on a pro rata basis (based on the number of Shares held by such holder) in any indemnification or other obligations that the holders of a majority of the Shares agree to provide in connection with such Approved Sale (other than any such obligations that relate specifically to a holder of Shares such as indemnification with respect to representations and warranties given by a holder regarding such holder's title to and ownership of Shares). (d) The provisions in of this Section 4.3, including Section 4.3(d), paragraph 5 shall terminate at such time as upon the Distribution Agreement is terminated or expiredconsummation of a Public Offering.

Sale of the Company. During the term If there shall occur a merger, consolidation or plan of the Distribution Agreement, dated of even date herewith between exchange involving the Company and pursuant to which the Purchaser, the Company hereby grants the Purchaser a right outstanding shares of first refusal (the “Right of First Refusal”) on any sale of all or substantially all the assets Common Stock of the Company are converted into cash or other stock, securities or property, or a sale of the Companysale, whether structured as a merger lease, exchange or acquisition, other transfer (in a single one transaction or a series of related transactions, pursuant to which the shareholders owning at least 51% ) of the voting securities of the Company prior to such transaction or series of related transactions, own less than 51% of the voting securities of the Company or other entity after such transactionall, or an exclusive license of all of substantially all, the Company Intellectual Property to a Person or Persons (such transactions will be referred to herein as a “Sale of the Company”). a. If the Company receives a bona fide offer for the Sale assets of the Company, then, as determined by the Company Committee or the Board of Directors, either: (1) the unvested RSUs shall notify the Purchaser, specifying all material aspects be converted into restricted stock units for stock of the offer surviving or acquiring corporation in the applicable transaction, with the amount and type of shares subject thereto to be conclusively determined by the Committee, taking into account the relative values of the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by the former holders of the Company’s Common Stock following the applicable transaction, and disregarding fractional shares, with the dates for vesting of RSUs, payment and other terms of this Agreement unchanged; (2) the “Sale Offer Notice”)unvested RSUs shall be converted into a cash payment obligation of the surviving or acquiring corporation in an amount equal to the proceeds a holder of the underlying shares would have received in proceeds from such transaction with respect to those shares, with the dates for vesting of RSUs, payment and other terms of this Agreement unchanged; or (3) all of the unvested RSUs shall immediately vest based on the number of RSUs earned for completed Performance Periods and assuming 100% earning level for any uncompleted Performance Periods and all underlying shares shall be delivered simultaneously with the closing of the applicable transaction such that the Recipient will participate as a shareholder in receiving proceeds from such transaction with respect to those shares. The Purchaser shall have fifteen In the case of (151) days from and (2) if any Performance Period has not been completed as of the date of its receipt of the Sale Offer Notice to exercise its Right of First Refusal. b. By notification to the Company within fifteen (15) days after the Sale Offer Notice is given, the Purchaser may elect to exercise its Right of First Refusal and pursue a Sale of the Company on the terms set forth in the Sale Offer Notice. The closing of any Sale of the Company pursuant to this Section 4.3(b) shall occur within ninety (90) days of the date that the Sale Offer Notice is given. c. If the Purchaser does not exercise its Right of First Refusaltransaction, the Company during the ninety (90) day period following the expiration of the period provided in Section 4.3(b), may close on a Sale of the Company at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Sale Offer Notice. If the Company does not enter into an agreement Closing Price for the Sale of the Company within such period, the right provided hereunder Performance Period shall be deemed to be revived and the Company may not undergo a Sale of the Company unless first reoffered to the Purchaser in accordance with this Section 4.3. d. The foregoing notwithstanding, after price per share received by the Company’s IPO, Xxxx stockholders in the transaction. Relative performance for such uncompleted Performance Period shall then be measured against the Xxxxxxx may sell, 2000 Index Executive 2016 PRSU Agreement performance from time to time, a portion of his Common Stock, provided that no more than 15% of his shares of Common Stock are sold in any single transaction or multiple transactions in any calendar year, and such sales are not sold to a person with an intent to acquire the Company within Xxxxxxx 2000 Index Baseline through the meaning of Section 13(b) or 14(d) 20 trading day average closing price of the Exchange Act of 1934, as amended. If Xxxx Xxxxxxx desires to sell more than 15% of his shares 2000 Index in any calendar year, Xxxx Xxxxxxx shall first offer such shares to Raven and Raven shall have five (5) Trading Days to purchase such shares at the average daily trading price determined by adding the closing bid price period ending on each day from the date of the offer closing of the transaction. The Company’s stock performance relative to the date of Raven’s acceptance of such offer (Xxxxxxx 2000 Index shall then be determined consistently with the “Calculation Period”), and dividing such total closing bid prices by the methodology specified herein for completed Performance Periods. The number of days RSUs subject to this Agreement so determined shall then continue to vest based upon Recipient’s continuing service to the Company, the acquirer, or their parents or subsidiaries through May 16, 2019, subject to accelerated vesting as set forth in the Calculation Period. Xxxx Xxxxxxx may withdraw his offer at any time prior to Raven’s acceptance by giving Raven written notice of such withdrawal, and any offer that has been withdrawn must be re-offered to Raven under the terms of this Section 4.3(d) prior to any sale of such shares. Notwithstanding the foregoing, in no event will Xxxx Xxxxxxx sell shares of his Common Stock in a single transaction or in the aggregate, if such sale or sales would result in a sale of 51% of the issued and outstanding shares of Common Stock held by Xxxx Xxxxxxx1(d)(ii). e. The provisions in this Section 4.3, including Section 4.3(d), shall terminate at such time as the Distribution Agreement is terminated or expired.