Common use of Vested Shares Clause in Contracts

Vested Shares. In the event the Purchaser proposes to sell, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to a bona fide purchase offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior to the Initial Public Offering, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock by the Company pursuant to an Initial Public Offering. The Company and its assignees shall have the right to purchase all, and not less than all, of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time of the exercise of such Right of First Refusal there shall exist any Company Payment Condition, the Company may defer the payment for the purchase until such time as the Company Payment Condition no longer exists. The Company's Right of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. The Company's rights under this Subsection shall be freely assignable, in whole or in part.

Vested Shares. In Following the event the Purchaser proposes to sell, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to a bona fide purchase offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior to the Initial Public OfferingVesting Date, the Company shall have an irrevocable, exclusive right, but not the obligation, to repurchase all or any number of the Vested Shares at an aggregate purchase price equal to the Call Price; PROVIDED, that (x) the Stockholder has remained employed by the Company or any of its subsidiaries as of the Vesting Date or (y) the Stockholder's employment by the Company has been terminated by the Company without Cause or by reason of the Stockholder's death or Disability prior to the Vesting Date. For the avoidance of doubt, the provisions of this Section 4(a)(ii) shall not apply if the Stockholder's employment with the Company and its subsidiaries has been terminated prior to the Vesting Date for any reason or for no reason, other than termination by the Company without Cause or by reason of the Stockholder's death or Disability. The Company may exercise its right to repurchase at any time within thirty (30) days after the Vesting Date by delivery to the Stockholder of a written notice of exercise (the "Right of First Refusal" CALL Notice"), with respect a copy to all (and not less than all) of such Sharesthe Escrow Holder referred to in Section 5 below. The Purchaser must give a written "Transfer closing of the repurchase by the Company of all or any of the Vested Shares pursuant to this Section 4(a)(ii) shall take place at the offices of the Company, at such time and on such date as the Company shall specify in the applicable Call Notice" , but in no event later than ninety (90) days after the date of the Call Notice. At such closing, the Stockholder shall deliver to the Company describing fully the proposed transfer, including certificates or other instruments evidencing the number of Shares proposed to be transferredrepurchased, free and clear of all liens, claims, charges, security interests, and other encumbrances, duly endorsed for transfer or accompanied by duly executed stock powers. Upon receipt of such certificates or instruments, the proposed transfer price and Company shall pay to the name and address Stockholder an amount equal to the Call Price for the Shares being repurchased. Notwithstanding the foregoing, in the event that payment of the proposed transferee and including a copy Call Price is limited or restricted in any way under the terms of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock any indebtedness issued by the Company pursuant to an Initial Public Offering. The Company or any of its subsidiaries (including, but not limited to, (i) the Amended and its assignees shall have Restated Credit Agreement, dated as of February 13, 1998, as amended and restated as of December 10, 2003, as further amended and restated as of March 4, 2004 (the right to purchase all"CREDIT AGREEMENT"), and not less than allamong Nebraska Book Company, of the Shares on the terms described in the Transfer Notice (subjectInc., however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Notice by the Company, conclude a transfer of NBC Acquisition Corp., the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Noticelenders party thereto, JPMorgan Chase Bank, N.A., as well administrative agent and collateral agent, Citigroup Global Markets Inc., as any subsequent proposed transfer by syndication agent, and Bank of America, N.A. and Wells Fargo Bank N.A., as co-documentation agents, (ii) the Purchaser8.625% s▇▇▇▇▇ subordinated notes of Nebraska Book Company, shall again be subject to Inc. due 2012 (the Right "8.625% NOTES"), issued under the Indenture, dated as of First Refusal March 4, 2004, between Nebraska Book Company, Inc. and shall require compliance with The Bank of New York, as trustee, and (iii) the procedure described in 11.00% senior discount debentures of NBC Acquisition Corp. due 2013 (the paragraph above. If "11.00% NOTES"), issued under the Company exercises its Right Indenture, dated as of First RefusalMarch 4, the Purchaser 2004, between NBC Acquisition Corp. and the Company (or its assignees) shall consummate the sale The Bank of the Shares on the terms set forth in the Transfer Notice; providedNew York, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time of the exercise of such Right of First Refusal there shall exist any Company Payment Conditionas trustee), the Company may defer shall not be required to pay the Call Price until such limitations or restrictions are released, at which time such payment shall be made with interest from the date on which the call closing would have occurred through the date of such payment at a rate per annum equal to the three (3) month London Interbank Offered Rate as published in the Eastern Edition of the Wall Street Journal. Contemporaneously with the payment for of the purchase until such time as Call Price, the Company Payment Condition no longer exists. The Company's Right of First Refusal shall inure pay a bonus to the benefit Stockholder in an amount such that, after taking into account the payment of its successors all federal, state and assigns and shall be binding upon any transferee local taxes related to the repurchase of the Shares. The Company's rights Vested Shares under this Subsection shall be freely assignableSection 4(a)(ii), in whole or in partthe Stockholder receives total proceeds at the closing of such repurchase equal to the Call Price.

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sellpurchase set forth in this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the Purchaser on the terms set forth in this Subsection (b). (ii) If the Purchaser wishes to dispose of Vested Shares, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to the Purchaser shall first obtain a bona fide written offer (the "Offer") for the purchase offerof the Vested Shares which he wishes to dispose of. Such Offer shall be for cash or promissory notes only. Promptly upon receipt of the Offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior Purchaser shall give notice to the Initial Public OfferingCompany (the "Offer Notice") of his intent to dispose of Vested Shares, which Offer Notice shall specify the name of the proposed purchaser, the number of Vested Shares (the "Offered Securities") the Purchaser desires to dispose of and the price and terms of payment of such proposed disposition. Upon receipt of the Offer Notice, the Company shall have the "Right of First Refusal" with respect right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until Offered Securities at the Closing shall be made, at the Company's option, by a credit against such time as indebtedness to the Company Payment Condition no longer exists. extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (vi) The Company's Right right to purchase set forth in this Subsection (b) shall terminate upon the occurrence of First Refusal shall inure the closing of the initial sale by the Company to the benefit public of its successors and assigns and shall be binding upon any transferee shares of the Shares. The Company's rights Common Stock pursuant to a registration statement filed under this Subsection shall the Securities Act, other than a registration statement covering securities of the Company to be freely assignableissued pursuant to an employee benefit plan (such occurrence, in whole or in partthe "Termination Event").

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sellpurchase set forth in this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the Purchaser on the terms set forth in this Subsection (b). (ii) If the Purchaser wishes to dispose of Vested Shares, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to the Purchaser shall first obtain a bona fide written offer (the "Offer") for the purchase offerof the Vested Shares which he wishes to dispose of. Such Offer shall be for cash or promissory notes only. Promptly upon receipt of the Offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior Purchaser shall give notice to the Initial Public OfferingCompany (the "Offer Notice") of his intent to dispose of Vested Shares, which Offer Notice shall specify the name of the 5 5 proposed purchaser, the number of Vested Shares (the "Offered Securities") the Purchaser desires to dispose of and the price and terms of payment of such proposed disposition. Upon receipt of the Offer Notice, the Company shall have the "Right of First Refusal" with respect right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until Offered Securities at the Closing shall be made, at the Company's option, by a credit against such time as indebtedness to the Company Payment Condition no longer exists. extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (vi) The Company's Right right to purchase set forth in this Subsection (b) shall terminate upon the occurrence of First Refusal shall inure the closing of the initial sale by the Company to the benefit public of its successors and assigns and shall be binding upon any transferee shares of the Shares. The Company's rights Common Stock pursuant to a registration statement filed under this Subsection shall the Securities Act (other 6 6 than a registration statement covering securities of the Company to be freely assignable, in whole or in partissued pursuant to an employee benefit plan).

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sellpurchase set forth in this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the Purchaser on the terms set forth in this Subsection (b). (ii) If the Purchaser wishes to dispose of Vested Shares, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to the Purchaser shall first obtain a bona fide written offer (the "Offer") for the purchase offerof the Vested Shares which he wishes to dispose of. Such Offer shall be for cash or promissory notes only. Promptly upon receipt of the Offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior Purchaser shall give notice to the Initial Public OfferingCompany (the "Offer Notice") of his intent to dispose of Vested Shares, which Offer Notice shall specify the name of the proposed purchaser, the number of Vested Shares (the "Offered Securities") the Purchaser desires to dispose of and the price and terms of payment of such proposed disposition. Upon receipt of the Offer Notice, the Company shall have the "Right of First Refusal" with respect right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of 5 5 the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until Offered Securities at the Closing shall be made, at the Company's option, by a credit against such time as indebtedness to the Company Payment Condition no longer exists. extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (vi) The Company's Right right to purchase set forth in this Subsection (b) shall terminate upon the occurrence of First Refusal shall inure the closing of the initial sale by the Company to the benefit public of its successors and assigns and shall be binding upon any transferee shares of the Shares. The Company's rights Common Stock pursuant to a registration statement filed under this Subsection shall the Securities Act, other than a registration statement covering securities of the Company to be freely assignableissued pursuant to an employee benefit plan (such occurrence, in whole or in partthe "Termination Event").

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sell, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to a bona fide purchase offer, any vested Shares acquired under the Plan or any interest set forth in such Shares at any time after the occurrence of a Major Event and prior to the Initial Public Offering, the this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the "Right of First Refusal" with respect Purchaser on the terms set forth in this Subsection (b). (ii) shall have the right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until Offered Securities at the Closing shall be made, at the Company's option, by a credit against such time as indebtedness to the Company Payment Condition no longer exists. extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (vi) The Company's Right right to purchase set forth in this Subsection (b) shall terminate upon the occurrence of First Refusal shall inure the closing of the initial sale by the Company to the benefit public of its successors and assigns and shall be binding upon any transferee shares of the Shares. The Company's rights Common Stock pursuant to a registration statement filed under this Subsection shall the Securities Act, other than a registration statement covering securities of the Company to be freely assignableissued pursuant to an employee benefit plan (such occurrence, in whole or in partthe "Termination Event").

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sellpurchase set forth in this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the Purchaser on the terms set forth in this Subsection (b). (ii) If the Purchaser wishes to dispose of Vested Shares, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to the Purchaser shall first obtain a bona fide written offer (the "Offer") for the purchase offerof the Vested Shares which he wishes to dispose of. Such Offer shall be for cash or promissory notes only. Promptly upon receipt of the Offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior Purchaser shall give notice to the Initial Public OfferingCompany (the "Offer Notice") of his intent to dispose of Vested Shares, which Offer Notice shall specify the name of the proposed purchaser, the number of Vested Shares (the "Offered Securities") the Purchaser desires to dispose of and the price and terms of payment of such proposed disposition. Upon receipt of the Offer Notice, the Company shall have the "Right of First Refusal" with respect right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by 5 5 giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until Offered Securities at the Closing shall be made, at the Company's option, by a credit against such time as indebtedness to the Company Payment Condition no longer exists. extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (vi) The Company's Right right to purchase set forth in this Subsection (b) shall terminate upon the occurrence of First Refusal shall inure the closing of the initial sale by the Company to the benefit public of its successors and assigns and shall be binding upon any transferee shares of the Shares. The Company's rights Common Stock pursuant to a registration statement filed under this Subsection shall the Securities Act, other than a registration statement covering securities of the Company to be freely assignableissued pursuant to an employee benefit plan (such occurrence, in whole or in partthe "Termination Event").

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sell, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to a bona fide purchase offer, any vested Shares acquired under the Plan or any interest set forth in such Shares at any time after the occurrence of a Major Event and prior to the Initial Public Offering, the this Subsection (b). The Company shall have the "Right of First Refusal" with respect a right to all (and not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of purchase any Vested Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both sold by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock by the Company pursuant to an Initial Public Offering. The Company and its assignees shall have the right to purchase all, and not less than all, of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in this Subsection (b). (ii) If the Transfer Notice; providedPurchaser wishes to dispose of Vested Shares, howeverthe Purchaser shall first obtain a bona fide written offer (the "Offer") for the purchase of the (iii) In the event of the exercise by the Company of its right to purchase pursuant to this Subsection (b), that the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share closing") which shall be not more than 30 days after the expiration of the ten business day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company at the Share closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price for such shares shall be the lesser of the price described Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the ten business day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such Transfer Notice or Fair Market Value andten business day period, provided furtherto the bona fide purchaser named in the Offer Notice, however, if at the time price and on terms of payment specified in the exercise of such Right of First Refusal there shall exist Offer. If, for any Company Payment Conditionreason, the Company may defer Offered Securities are not sold within such 60-day period, the payment for Offered Securities shall again become subject to the purchase until such time as the Company Payment Condition no longer exists. terms and conditions of this Agreement. (v) The Company's Right right to purchase set forth in this Subsection (b) shall terminate upon the occurrence of First Refusal shall inure the closing of the initial sale by the Company to the benefit public of its successors and assigns and shall be binding upon any transferee shares of the Shares. The Company's rights Common Stock pursuant to a registration statement filed under this Subsection shall the Securities Act (other than a registration statement covering securities of the Company to be freely assignable, in whole or in partissued pursuant to an employee benefit plan).

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sellpurchase set forth in this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the Purchaser on the terms set forth in this Subsection (b). (ii) If the Purchaser wishes to dispose of Vested Shares, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to the Purchaser shall first obtain a bona fide written offer (the "Offer") for the purchase offerof the Vested Shares which he wishes to dispose of. Such Offer shall be for cash or promissory notes only. Promptly upon receipt of the Offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior Purchaser shall give notice to the Initial Public OfferingCompany (the "Offer Notice") of his intent to dispose of Vested Shares, which Offer Notice shall specify the name of the proposed purchaser, the number of Vested Shares (the "Offered Securities") the Purchaser desires to dispose of and the price and terms of payment of such proposed disposition. Upon receipt of the Offer Notice, the Company shall have the "Right of First Refusal" with respect right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, 6 6 which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until Offered Securities at the Closing shall be made, at the Company's option, by a credit against such time as indebtedness to the Company Payment Condition no longer exists. extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (vi) The Company's Right right to purchase set forth in this Subsection (b) shall terminate upon the occurrence of First Refusal shall inure the closing of the initial sale by the Company to the benefit public of its successors and assigns and shall be binding upon any transferee shares of the Shares. The Company's rights Common Stock pursuant to a registration statement filed under this Subsection shall the Securities Act (other than a registration statement covering securities of the Company to be freely assignable, in whole or in partissued pursuant to an employee benefit plan).

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sell, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to a bona fide purchase offer, any vested Shares acquired under the Plan or any interest set forth in such Shares at any time after the occurrence of a Major Event and prior to the Initial Public Offering, the this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the "Right of First Refusal" with respect Purchaser on the terms set forth in this Subsection (b). (ii) shall have the right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until such time as Offered Securities at the Company Payment Condition no longer exists. The Closing shall be made, at the Company's Right of First Refusal shall inure option, by a credit against such indebtedness to the benefit of its successors and assigns and shall be binding upon any transferee extent of the Shares. The Company's rights under this Subsection shall be freely assignable, in whole principal thereof and interest thereon then outstanding (whether or in partnot such principal and interest is then due and payable).

Vested Shares. In Except as provided in the event Stock Option Agreement, the Purchaser proposes number of Vested Shares (disregarding any resulting fractional share) as of any date is determined by multiplying the Number of Option Shares by the "Vested Ratio" determined as of such date as follows: Vested Ratio Prior to sellInitial Vesting Date 0 On Initial Vesting Date, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to a bona fide purchase offer, any vested Shares acquired under provided the Plan or any interest in such Shares at any time after the occurrence of a Major Event and Optionee's Service has not terminated prior to such date Plus: For each full year of the Optionee's continuous Service from Initial Public OfferingVesting Date until the Vested Ratio equals 1/1, an additional By their signatures below, the Company shall have and the "Right Optionee agree that the Option is governed by this Notice and by the provisions of First Refusal" with respect the Stock Option Agreement attached to all (and not less than all) made a part of such Sharesthis document. The Purchaser must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number Optionee acknowledges receipt of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee and including a copy of the bona fide purchase offerStock Option Agreement, represents that the Optionee has read and is familiar with its provisions, and hereby accepts the Option subject to all of its terms and conditions. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties Optionee also hereby agrees to adhere to the transfer Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions. FINISAR CORPORATION OPTIONEE By: Signature Its: Date Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Drive Sunnyvale, CA 94089 Address Finisar Corporation has granted to the individual (the "Optionee") named in the Notice of Grant of Stock Option (the Shares. Such right of First Refusal with respect "Notice") to vested Shares shall terminate upon which this Stock Option Agreement (the sale of Common Stock by "Option Agreement") is attached an option (the Company pursuant to an Initial Public Offering. The Company and its assignees shall have the right "Option") to purchase all, and not less than all, certain shares of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on Stock upon the terms and conditions described set forth in the Transfer NoticeNotice and this Option Agreement. Any proposed transfer on terms The Option has been granted pursuant to and conditions different from those described shall in the Transfer Notice, as well as any subsequent proposed transfer by the Purchaser, shall again all respects be subject to the Right terms and conditions of First Refusal the Finisar Corporation 1999 Stock Option Plan (the "Plan"), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Optionee: (a) represents that the Optionee has read and shall require compliance is familiar with the procedure described in terms and conditions of the paragraph above. If the Company exercises its Right of First RefusalNotice, the Purchaser Plan and this Option Agreement, (b) accepts the Company (or its assignees) shall consummate the sale Option subject to all of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser and conditions of the price described in such Transfer Notice and this Option Agreement, (c) agrees to accept as binding, conclusive and final all decisions or Fair Market Value and, provided further, however, if at the time interpretations of the exercise of such Right of First Refusal there shall exist Board upon any Company Payment Conditionquestions arising under the Notice, the Company may defer the payment for the purchase until such time as the Company Payment Condition no longer exists. The Company's Right Plan or this Option Agreement, and (d) acknowledges receipt of First Refusal shall inure to the benefit of its successors and assigns and shall be binding upon any transferee a copy of the Shares. The Company's rights under Notice and this Subsection shall be freely assignable, in whole or in partOption Agreement.

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sellpurchase set forth in this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the Purchaser on the terms set forth in this Subsection (b). (ii) If the Purchaser wishes to dispose of Vested Shares, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to the Purchaser shall first obtain a bona fide written offer (the "Offer") for the purchase offerof the Vested Shares which she wishes to dispose of. Such Offer shall be for cash or promissory notes only. Promptly upon receipt of the Offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior Purchaser shall give notice to the Initial Public OfferingCompany (the "Offer Notice") of her intent to dispose of Vested Shares, which Offer Notice shall specify the name of the proposed purchaser, the number of Vested Shares (the "Offered Securities") the Purchaser desires to dispose of and the price and terms of payment of such proposed disposition. Upon receipt of the Offer Notice, the Company 5 5 shall have the "Right of First Refusal" with respect right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until Offered Securities at the Closing shall be made, at the Company's option, by a credit against such time as indebtedness to the Company Payment Condition no longer exists. extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (vi) The Company's Right right to purchase set forth in this Subsection (b) shall terminate upon the occurrence of First Refusal shall inure the closing of the initial sale by the Company to the benefit public of its successors and assigns and shall be binding upon any transferee shares of the Shares. The Company's rights Common Stock pursuant to a registration statement filed under this Subsection shall the Securities Act, other than a registration statement covering securities of the Company to be freely assignableissued pursuant to an employee benefit plan (such occurrence, in whole or in partthe "Termination Event").

Vested Shares. In the event (i) Vested Shares held by the Purchaser proposes may be transferred by the Purchaser provided that the Purchaser first complies with the right to sellpurchase set forth in this Subsection (b). The Company shall have a right to purchase any Vested Shares proposed to be sold by the Purchaser on the terms set forth in this Subsection (b). (ii) If the Purchaser wishes to dispose of Vested Shares, pledge or otherwise transfer to a party other than a Permitted Transferee, pursuant to the Purchaser shall first obtain a bona fide written offer (the "Offer") for the purchase offerof the Vested Shares which he wishes to dispose of. Such Offer shall be for cash or promissory notes only. Promptly upon receipt of the Offer, any vested Shares acquired under the Plan or any interest in such Shares at any time after the occurrence of a Major Event and prior Purchaser shall give notice to the Initial Public OfferingCompany (the "Offer Notice") of his intent to dispose of Vested Shares, which Offer Notice shall specify the name of the proposed purchaser, the number of Vested Shares (the "Offered Securities") the Purchaser desires to dispose of and the price and terms of payment of such proposed disposition. Upon receipt of the Offer Notice, the Company shall have the "Right of First Refusal" with respect right to purchase all (and but not less than all) of such Shares. The Purchaser must give a written "Transfer Notice" to the Company describing fully Offered Securities at the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and on the name and address terms of the proposed transferee and including a copy of the bona fide purchase offer. The Transfer Notice shall be signed both by the Purchaser and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the SharesOffer. Such right of First Refusal with respect to vested Shares shall terminate upon the sale of Common Stock must be exercised by the Company pursuant by giving notice to an Initial Public Offering. The Company and its assignees shall have that effect to the right to purchase all, and not less than all, Purchaser within a period of the Shares on the terms described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a Notice of Exercise of the Right of First Refusal within 30 20 days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Purchaser may, not later than 60 days following receipt of the Transfer Offer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as (any subsequent proposed transfer by the Purchaser, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the Purchaser and the Company (or its assignees) shall consummate the sale of the Shares on the terms set forth in the Transfer Notice; provided, however, that the purchase price for such shares shall be the lesser of the price described in such Transfer Notice or Fair Market Value and, provided further, however, if at the time notice of the exercise of such Right right being herein referred to as an "Acceptance Notice"). (iii) In the event of First Refusal there shall exist any the exercise by the Company Payment Conditionof its right to purchase pursuant to this Subsection (b), the Acceptance Notice shall specify the time and date for purchase of the Offered Securities (the "Share Closing") which shall be not more than 30 days after the expiration of the 20-day period set forth in clause (b)(ii). The Purchaser shall deliver to the Company may defer at the Share Closing, which shall be held at the business headquarters of the Company, the Offered Securities in due and proper form for transfer, against payment of the purchase price by the Company. (iv) If the Company shall fail or decline to agree to purchase the Offered Securities within the 20-day period provided for in clause (b)(ii), then the Purchaser shall have the right and privilege to sell all (but not less than all) the Offered Securities, within 60 days after the expiration of such 20-day period, to the bona fide purchaser named in the Offer Notice, at the price and on terms of payment specified in the Offer. If, for any reason, the Offered Securities are not sold within such 60-day period, the Offered Securities shall again become subject to the terms and conditions of this Agreement. (v) If, as of the Share Closing, any amount of principal of and interest on any indebtedness of the Purchaser to the Company shall then be outstanding, payment of the purchase price for the purchase until Offered Securities at the Closing shall be made, at the Company's option, by a credit against such time as indebtedness to the Company Payment Condition no longer exists. extent of the principal thereof and interest thereon then outstanding (whether or not such principal and interest is then due and payable). (vi) The Company's Right of First Refusal shall inure right to the benefit of its successors and assigns and shall be binding upon any transferee of the Shares. The Company's rights under purchase set forth in this Subsection (b) shall be freely assignable, in whole or in partterminate upon the occurrence of a Successful IPO.