Common use of Sale to any Person Clause in Contracts

Sale to any Person. The procedures set forth in subsections 5.4 and 5.5 shall be repeated, MUTATIS MUTANDIS, with respect to any Unaccepted Additional Shares which have not been subscribed for by a Shareholder until (i) all Shareholders who have been made the most recent additional offer shall have or be deemed to have declined it, or (ii) all Additional Shares (including Unaccepted Additional Shares) which have been offered by the Corporation pursuant to this Section 5 shall have been subscribed for by some or all of the Shareholders. If upon completion of the above procedures some or all of the Additional Shares which the Corporation intended to issue will not be purchased by the Shareholders pursuant to the exercise of their pre-emptive rights, the Corporation shall be free for a period of one hundred and eighty (180) days thereafter to sell such Additional Shares, which will not be purchased by a Shareholder, to any Person not Affiliated or Related to any Shareholder, on terms not more favourable than those provided in the original offer of the Corporation to issue Additional Shares, provided, however, that it shall be a condition precedent to such sale that such Person has executed a counterpart of this Agreement in accordance with subsection 12.6 and has agreed to be bound by the terms and conditions of this Agreement. The purchase of Additional Shares (including Unaccepted Additional Shares) by one (1) or more Shareholders, shall be suspended until the day of the sale by the Corporation to such Person of the Additional Shares (including Unaccepted Additional Shares) which have not been subscribed for by a Shareholder. If the -12- Corporation is unable to sell such Additional Shares which have not been subscribed for by a Shareholder to a Person as provided for in this subsection 5.6, then the Corporation shall forthwith advise the Shareholders of same in writing and any Shareholder who has agreed to subscribe for Additional Shares (including Unaccepted Additional Shares) shall have the right to decide not to purchase such Additional Shares by notifying the Corporation in writing thereof within seven (7) days of having been advised by the Corporation that the Corporation was unable to sell such Additional Shares to such Person.

Sale to any Person. The procedures set forth in subsections 5.4 and 5.5 this Section 11 shall be repeated, MUTATIS MUTANDISmutatis mutandis, with respect to any Unaccepted Additional Common Shares which have not been subscribed for by a Shareholder or any portion of the Project Funds which has not been loaned to the Corporation until (i) all Shareholders who have been made the most recent additional offer shall have or be deemed to have declined it, or (ii) all Additional Shares (including Unaccepted Additional Shares) which the total amount of the Project Funds shall have been offered received by the Corporation pursuant to this Section 5 shall have been subscribed for either by some way of loan or all issuance of the ShareholdersAdditional Common Shares. If upon completion of the above procedures some or all the Corporation has not received the total amount of the Project Funds either by way of loan or issuance of Additional Shares which the Corporation intended to issue will not be purchased by the Shareholders pursuant to the exercise of their pre-emptive rightsCommon Shares, the Corporation shall be free for a period of one hundred and eighty ninety (18090) days thereafter to issue and sell such Additional Shares, Common Shares which will not be purchased by a ShareholderShareholder (the "Unaccepted Additional Common Shares") for an aggregate subscription price equal to the amount of Project Funds that the Corporation has not receive, to any Person not Affiliated or Related to any Shareholder, on terms not more favourable than those provided in the original offer of the Corporation to issue Additional Common Shares, provided, however, that it shall be a condition precedent to such sale that such Person has executed a counterpart of this Agreement in accordance with subsection 12.6 25.6 and has agreed to be bound by the terms and conditions of this Agreement. However, if such Person is a competitor of the Corporation, the Corporation shall send a written notice to that effect to Compositech and the issuance and sale of the Unaccepted Additional Common Shares to such competitor shall be subject to the written approval of Compositech, which approval shall not be unreasonably withheld, and such approval shall be sent to the Corporation within thirty (30) days of the receipt by Compositech of the above mentioned notice. If the Corporation has not received such written approval within the prescribed delays, the sale of any Unaccepted Additional Common Shares to such competitor shall be deemed approved. The purchase of Additional Shares (including Unaccepted Additional Shares) by one (1) or more ShareholdersShareholders of any Additional Common Shares and/or shares of Compositech Common Stock and/or the granting by one (1) of more Shareholders of any loan to a Non-Subscribing Investor, to Compositech or to the Corporation, shall be suspended until the day of the sale by the Corporation to such Person of the Additional Shares (including Unaccepted Additional Common Shares) which have not been subscribed for by a Shareholder. If the -12- Corporation is unable to sell such Unaccepted Additional Common Shares which have not been subscribed for by a Shareholder to a Person as provided for in this subsection 5.611.13, then the Corporation shall forthwith advise the Shareholders of same in writing and any Subscribing Shareholder who has agreed to subscribe for Additional Shares (including Unaccepted Additional Shares) shall have the right to decide not to purchase such any Additional Common Shares or shares of Compositech Common Stock and/or not to grant any loan to a Non- Subscribing Investor, to Compositech or to the Corporation by notifying the Corporation and the other Shareholders in writing thereof within seven five (75) days of having been advised by the Corporation that the Corporation was unable to sell such Unaccepted Additional Common Shares to such Person.

Sale to any Person. The procedures set forth in subsections 5.4 11.5 and 5.5 11.6 shall be repeated, MUTATIS MUTANDISmutatis mutandis, with respect to any Unaccepted Additional Shares which have not been subscribed for by a Shareholder until (i) all Shareholders who have been made the most recent additional offer shall have or be deemed to have declined it, or (ii) all Additional Shares (including Unaccepted Additional Shares) which have been offered by the Corporation pursuant to this Section 5 11 shall have been subscribed for by some or all of the Shareholders. If upon completion of the above procedures some or all of the Additional Shares which the Corporation intended to issue will not be purchased by the Shareholders pursuant to the exercise of their pre-emptive preemptive rights, the Corporation shall be free for a period of one hundred and eighty sixty (18060) days thereafter to sell such Additional Shares, which will not be purchased by a Shareholder, to any Person not Affiliated or Related to any Shareholder, on terms not more favourable than those provided in the original offer of the Corporation to issue Additional Shares, ; provided, however, that it shall be a condition precedent to such sale that such Person has executed a counterpart of this Agreement in accordance with subsection 12.6 20.6 and has agreed to be bound by the terms and conditions of this Agreement. The purchase of Additional Shares (including Unaccepted Additional Shares) by one (1) or more Shareholders, shall be suspended until the day of the sale by the Corporation to such Person of the Additional Shares (including Unaccepted Additional Shares) which have not been subscribed for by a Shareholder. If the -12- Corporation is unable to sell such Additional Shares which have not been subscribed for by a Shareholder to a Person as provided for in this subsection 5.611.7, then the Corporation shall forthwith advise the Shareholders of same in writing and any Shareholder who has agreed to subscribe for Additional Shares (including Unaccepted Additional Shares) shall have the right to decide not to purchase such Additional Shares by notifying the Corporation in writing thereof within seven five (75) days of having been advised by the Corporation that the Corporation was unable to sell such Additional Shares to such Person.

Sale to any Person. The procedures set forth in subsections 5.4 0 and 5.5 0 shall be repeated, MUTATIS MUTANDISmutatis mutandis, with respect to any Unaccepted Additional Shares which have not been subscribed for by a Shareholder until (i) all Shareholders who have been made the most recent additional offer shall have or be deemed to have declined it, or (ii) all Additional Shares (including Unaccepted Additional Shares) which have been offered by the Corporation pursuant to this Section 5 0 shall have been subscribed for by some or all of the Shareholders. If upon completion of the above procedures some or all of the Additional Shares which the Corporation intended to issue will not be purchased by the Shareholders pursuant to the exercise of their pre-emptive preemptive rights, the Corporation shall be free for a period of one hundred and eighty ninety (18090) days thereafter to sell such Additional Shares, which will not be purchased by a Shareholder, to any Person not Affiliated or Related to any Shareholder, on terms not more favourable than those provided in the original offer of the Corporation to issue Additional Shares, provided, however, that it shall be a condition precedent to such sale that such Person has executed a counterpart of this Agreement in accordance with subsection 12.6 0 and has agreed to be bound by the terms and conditions of this Agreement. The purchase of Additional Shares (including Unaccepted Additional Shares) by one (1) or more Shareholders, shall be suspended until the day of the sale by the Corporation to such Person of the Additional Shares (including Unaccepted Additional Shares) which have not been subscribed for by a Shareholder. If the -12- Corporation is unable to sell such Additional Shares which have not been subscribed for by a Shareholder to a Person as provided for in this subsection 5.60, then the Corporation shall forthwith advise the Shareholders of same in writing and any Shareholder who has agreed to subscribe for Additional Shares (including Unaccepted Additional Shares) shall have the right to decide not to purchase such Additional Shares by notifying the Corporation in writing thereof within seven five (75) days of having been advised by the Corporation that the Corporation was unable to sell such Additional Shares to such Person.