Common use of Transfers Not Subject to Right of First Refusal Clause in Contracts

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 10.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 11.9 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Companythe Company or of any parent corporation or subsidiary corporation, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 4.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Remaining Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Companythe Company or of any parent corporation or subsidiary corporation, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 4.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock securities of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 10.8 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares Units acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock securities of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares Shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change EventEvent described in the Plan. If the consideration received pursuant to such transfer or exchange Ownership Change Event consists of stock shares of a member of the Participating CompanyCompany Group, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 8.9 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating the Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 13.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 13.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of pursuant to the Option Award if such transfer or exchange is in connection with an Ownership Change Eventa Corporate Transaction. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Companyan Affiliate, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 10(i) below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership a Change Eventin Control. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 3.9 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 9.9 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 129 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer transfer. or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.. 12.8

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating the Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 11.9 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership a Change Eventof Control. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating the Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 9.9 herein result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option this Warrant if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 9.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Purchase Right if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 8.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating the Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Units if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock securities of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 8.9 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Units if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock securities of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 7.9 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership a Change Eventin Control. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating CompanyShares, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 8.9 result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares Shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Eventa Corporate Transaction. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Companyan Affiliate, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 11(i) below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 8.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares Shares acquired upon exercise of the Option Purchase Right if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 8.9 below result in a termination of the Right of First Refusal.

Transfers Not Subject to Right of First Refusal. The Right of First Refusal shall not apply to any transfer or exchange of the shares acquired upon exercise of the Option Shares if such transfer or exchange is in connection with an Ownership Change Event. If the consideration received pursuant to such transfer or exchange consists of stock Shares of a member of the Participating CompanyCompany Group, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 12.9 below 8.9 result in a termination of the Right of First Refusal.