Common use of Company Right of First Refusal Clause in Contracts

Company Right of First Refusal. In the event that the Achari Put Holders enter into a binding contractual agreement with respect to the sale of Achari Put Shares in connection with an underwritten offering, block trade or similar private transaction with an institutional counterparty involving the sale of no less than 100,000 Achari Put Shares (a “Proposed Third Party Trade”), the Achari Put Holders hereby unconditionally and irrevocably grant to the Company a right of first refusal (the “Company ROFR”) to “step-in” to the role of such institutional counterparty, and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide notice to the Company immediately via email and according to the notice procedures set forth herein upon reaching an agreement regarding a Proposed Third Party Trade (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic terms and conditions of the Proposed Third Party Trade, which shall include the minimum price, form of consideration and intended settlement date of the Proposed Third Party Trade (the “ROFR Settlement Date”) and a deadline for the Company to deliver an Acceptance Notice (as defined below, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation shall also be provided upon request to the Company, on a strictly confidential and anonymized basis. Upon receipt of a Proposed Trade Notice, the Company shall have four (4) hours from the time of delivery of the Proposed Trade Notice (which shall be delivered solely via electronic mail) to exercise the Company ROFR by delivering in return, and by the ROFR Acceptance Deadline, a notice via electronic mail, and according to the notice procedures set forth herein (an “Acceptance Notice”), which such Acceptance Notice shall be considered an affirmative acceptance of an offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on the same terms as the Proposed Third Party Trade, without modification, and proper delivery of such Acceptance Notice in accordance with the terms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of each of the Company and the applicable Achari Put Holders, including, in the event that the Achari Put Holders had entered into binding definitive documentation with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a specific consent automatically joining the Company into such definitive documentation in place of the original third party (with the Company promptly delivering such executed joinder). For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by wire transfer of Immediately Available Cash on such settlement date.

Company Right of First Refusal. In the event that Foundation, USV and KPCB do not elect to purchase all of the Achari Put Holders enter into a binding contractual agreement with respect Key Holder Stock described in the Notice pursuant to Section 2.2, the Key Holder shall promptly give written notice (the “Second Notice”) to the sale Company and each of Achari Put Shares the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation, USV or KPCB. The Company shall then have the right, exercisable upon written notice to the Key Holder (the “Company Notice”) within ten (10) days after the delivery of the Second Notice, to purchase shares of the Key Holder Stock subject to the Second Notice and on the same terms and conditions as set forth therein. The Company shall effect the purchase of the Key Holder Stock, including payment of the purchase price, not more than ten (10) days after delivery of the Company Notice, and at such time the Key Holder shall deliver to the Company the certificate(s) representing the Key Holder Stock to be purchased by the Company, each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in connection with an underwritten offeringSections 2.2 and 2.3, block trade or similar private transaction with an institutional counterparty involving in the sale event a Key Holder proposes to Transfer any shares of no less than 100,000 Achari Put Shares (a “Proposed Third Party Trade”Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i), the Achari Put Holders hereby unconditionally termination of the USV Rights pursuant to Section 2.2(c)(ii) and irrevocably grant the termination of the KPCB Rights pursuant to Section 2.2(c)(iii), upon any such proposed Transfer (i) the Company shall have the initial purchase right to such Key Holder Stock and (ii) the Company’s purchase right shall be exercisable by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Key Holder within a thirty (30) day period following the receipt of any such Notice described in Section 2.1; provided, that pursuant to Section 3.8 of the Investor Rights Agreement, in the event the Company a elects not to exercise any right of first refusal (the “Company ROFR”) to “step-in” to the role of such institutional counterparty, and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide notice to the Company immediately via email and according to the notice procedures set forth herein upon reaching an agreement regarding a Proposed Third Party Trade (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic terms and conditions of the Proposed Third Party Trade, which shall include the minimum price, form of consideration and intended settlement date of the Proposed Third Party Trade (the “ROFR Settlement Date”) and a deadline for the Company may have on a proposed transfer of any Key Holder Stock, by contract or otherwise, the Company shall, unless otherwise prohibited by applicable law, assign such right of first refusal or right of first offer to deliver an Acceptance Notice each Major Investor (as defined below, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation shall also be provided upon request to the Company, on a strictly confidential and anonymized basis. Upon receipt of a Proposed Trade Notice, the Company shall have four (4) hours from the time of delivery of the Proposed Trade Notice (which shall be delivered solely via electronic mail) to exercise the Company ROFR by delivering in return, and by the ROFR Acceptance Deadline, a notice via electronic mail, and according to the notice procedures set forth herein (an “Acceptance Notice”), which such Acceptance Notice shall be considered an affirmative acceptance of an offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on the same terms as the Proposed Third Party Trade, without modification, and proper delivery of such Acceptance Notice in accordance with the terms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of each of the Company and the applicable Achari Put Holders, including, in the event that the Achari Put Holders had entered into binding definitive documentation with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a specific consent automatically joining the Company into such definitive documentation in place of the original third party (with the Company promptly delivering such executed joinderInvestor Rights Agreement). For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by wire transfer of Immediately Available Cash on such settlement date.

Company Right of First Refusal. In the event that Foundation does not elect to purchase all of the Achari Put Holders enter into a binding contractual agreement with respect Key Holder Stock available pursuant to the sale of Achari Put Shares in connection with an underwritten offering, block trade or similar private transaction with an institutional counterparty involving the sale of no less than 100,000 Achari Put Shares (a “Proposed Third Party Trade”)Section 2.2, the Achari Put Holders hereby unconditionally and irrevocably grant Key Holder shall promptly give written notice (the “Second Notice”) to the Company a right and each of first refusal the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation and that shall include the terms of the Foundation Notice set forth in Section 2.2. The Company shall then have the right, exercisable upon written notice to the Key Holder (the “Company ROFRNotice”) within ten (10) days after the delivery of the Second Notice, to “step-in” purchase shares of the Key Holder Stock subject to the role of such institutional counterparty, Second Notice and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide notice to the Company immediately via email and according to the notice procedures set forth herein upon reaching an agreement regarding a Proposed Third Party Trade (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic same terms and conditions as set forth therein. The Company shall effect the purchase of the Proposed Third Party TradeKey Holder Stock, which shall include including payment of the minimum purchase price, form of consideration and intended settlement date not more than ten (10) days after delivery of the Proposed Third Party Trade (the “ROFR Settlement Date”) and a deadline for the Company to deliver an Acceptance Notice (as defined belowNotice, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation Key Holder shall also deliver to the Company the certificate(s) representing the Key Holder Stock to be provided upon request to purchased by the Company, on each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3, in the event a strictly confidential and anonymized basis. Upon receipt Key Holder proposes to Transfer any shares of a Proposed Trade NoticeKey Holder Stock after the termination of the Foundation ROFR Right pursuant to the last sentence of Section 2.2, upon any such proposed Transfer (i) the Company shall have four the initial purchase right to such Key Holder Stock and (4ii) hours from the time of delivery of the Proposed Trade Notice (which Company’s purchase right shall be delivered solely via electronic mail) to exercise the Company ROFR exercisable by delivering in return, and written notice signed by the ROFR Acceptance Deadline, a notice via electronic mail, and according to the notice procedures set forth herein (an “Acceptance Notice”), which such Acceptance Notice shall be considered an affirmative acceptance of an offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on the same terms as the Proposed Third Party Trade, without modification, and proper delivery of such Acceptance Notice in accordance with the terms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of each officer of the Company (the “Company Notice”) and delivered to the applicable Achari Put Holders, including, Key Holder within a thirty (30) day period following the receipt of any such Notice described in the event that the Achari Put Holders had entered into binding definitive documentation with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a specific consent automatically joining the Company into such definitive documentation in place of the original third party (with the Company promptly delivering such executed joinder). For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by wire transfer of Immediately Available Cash on such settlement dateSection 2.1.

Company Right of First Refusal. In the event that of a proposed Transfer of Securities by a Stockholder (or its successors or assigns) (the Achari Put Holders enter into a binding contractual agreement with respect to the sale of Achari Put Shares in connection with an underwritten offering, block trade or similar private transaction with an institutional counterparty involving the sale of no less than 100,000 Achari Put Shares (a “Proposed Third Party TradeTransferor”), other than as permitted in Section 3.5 hereto, the Achari Put Holders hereby unconditionally and irrevocably grant Transferor shall first submit a written offer to sell such Securities to the Company at the same price per Security and upon the same terms and conditions offered by a right of first refusal (the “Company ROFR”) to “step-in” to the role bona fide purchaser of such institutional counterpartySecurities and also provide the Company with the executed purchase agreement, and complete if any, with the proposed bona fide purchaser of such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third partySecurities. The Achari Put Holders shall provide notice Such written offer to the Company immediately via email and according shall continue to the notice procedures set forth herein upon reaching an agreement regarding be a Proposed Third Party Trade binding offer to sell such Securities in whole or in part until (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic terms and conditions of the Proposed Third Party Trade, which shall include the minimum price, form of consideration and intended settlement date of the Proposed Third Party Trade (the “ROFR Settlement Date”1) and a deadline for the Company to deliver an Acceptance Notice (as defined below, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation shall also be provided upon request to rejected by the Company, on a strictly confidential and anonymized basis. Upon receipt in writing; or (2) the expiration of a Proposed Trade Notice, the Company shall have four period of sixty (460) hours from the time of days after delivery of the Proposed Trade Notice (which shall be delivered solely via electronic mail) to exercise the Company ROFR by delivering in return, and by the ROFR Acceptance Deadline, a notice via electronic mail, and according to the notice procedures set forth herein (an “Acceptance Notice”), which such Acceptance Notice shall be considered an affirmative acceptance of an written offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on unless the same terms as Company has provided written notice of the Proposed Third Party Trade, without modification, and proper delivery acceptance of such Acceptance Notice offer in whole or in part on or prior to such date, whichever shall first occur. Every written offer submitted in accordance with the provisions of this Section 3.2 shall specifically name the Person(s) to whom the Transferor intends to Transfer the Securities, the number of Securities which it or he intends so to Transfer to each Person and the price per Security and other terms hereof shallupon which each intended Transfer is to be made. To the extent that the price per Security includes any non-cash consideration, upon receipt the price per Security payable by the Achari Put HoldersCompany shall equal the Fair Market Value of the noncash consideration plus any cash consideration. For purposes of this Section 3.2, “Fair Market Value” shall be deemed a binding contractual agreement, on behalf the market value of each of such noncash consideration as determined by an independent appraiser mutually agreeable to the Company and the applicable Achari Put HoldersTransferor. The cost of such appraisal shall be shared equally by the Company and the Transferor. All Transfers to the Company hereunder shall be consummated contemporaneously at the offices of the Company on a mutually satisfactory business day as soon as practicable once the Company agrees in writing to purchase the Securities. The delivery of certificates or other instruments evidencing such Securities, includingduly endorsed for Transfer, shall be made on such date against payment of the purchase price for such Securities. Notwithstanding the foregoing, this Section 3.2 shall not apply to Transfers made after July 21, 2018 by (i) Xxxx Capital Venture Fund 2014, L.P. or any Affiliate thereof (the “Series E Investor”), (ii) Mastercard or any Affiliate thereof, (iii) CDPQ or any Affiliate thereof, or (iv) Temasek or any Affiliate thereof, or (v) any Senior Preferred Holder, Redeemable Preferred Holder or Convertible Common Holder or any Affiliate thereof, in each case as long as such Transfers comply with Section 1 herein. Notwithstanding the event that the Achari Put Holders had entered into binding definitive documentation foregoing, this Section 3.2 shall not apply to Transfers made after December 27, 2020 by Capital Group or any Affiliate thereof as long as such Transfers comply with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a specific consent automatically joining the Company into such definitive documentation in place of the original third party (with the Company promptly delivering such executed joinder). For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by wire transfer of Immediately Available Cash on such settlement dateSection 1 herein.

Company Right of First Refusal. In the event that the Achari Put Holders enter into a binding contractual agreement with respect to the sale of Achari Put Shares in connection with an underwritten offering, block trade or similar private transaction with an institutional counterparty involving the sale of no less than 100,000 Achari Put Shares (a “Proposed Third Party Trade”), the Achari Put Holders The Stockholder hereby unconditionally and irrevocably grant grants to the Company a right Right of first refusal First Refusal to purchase any and all Shares the Stockholder proposes to sell in a Permitted Sale during the Initial Period (any such purchase, a “ROFR Purchase”). To exercise its Right of First Refusal, the “Company ROFR”(or its permitted transferee or assign) to “step-in” to the role of such institutional counterparty, and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide must deliver an irrevocable written notice to the Company immediately via email Stockholder within ten days (including Saturdays and according Sundays, but excluding days on which banking institutions in the State of New York are authorized or obligated by law or executive order to close) after the notice procedures set forth herein upon reaching an agreement regarding a Proposed Third Party Trade date of delivery of the Sale Notice (a determined in accordance with Section 13.1 hereof) (such date of delivery of the Sale Notice, the “Proposed Trade NoticeSale Notice Delivery Date”). The Proposed Trade Notice shall contain the material economic terms and conditions closing of the Proposed Third Party TradePermitted Sale or ROFR Purchase, which as applicable, shall include the minimum pricetake place, form of consideration and intended settlement date of all payments from the Proposed Third Party Trade (the “ROFR Settlement Date”) and a deadline for Purchaser or the Company (or its permitted transferee or assign), as applicable, shall have been delivered to deliver an Acceptance the Stockholder, by the later of (a) the date specified in the Sale Notice and (as defined belowb) fifteen (15) business days after the Sale Notice Delivery Date, and any proposed Permitted Sale for which the Company did not exercise its Right of First Refusal and that is not consummated by such deadlinedate shall require a new Sale Notice and again be subject to the Company’s Right of First Refusal in accordance with this Section 4.3(c). At or before the closing of a ROFR Purchase, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect Stockholder shall deliver or cause to be delivered to the Proposed Third Party Trade is available at such time Company (or its permitted transferee or assign) a stock certificate or certificates, properly endorsed for transfer, representing the Proposed Trade Notice is deliveredShares being purchased (or, in the case of any Shares that are not represented by certificates, such documentation shall also be provided upon request as is necessary to the Company, on a strictly confidential and anonymized basis. Upon receipt of a Proposed Trade Notice, the Company shall have four (4) hours from the time of delivery of the Proposed Trade Notice (which shall be delivered solely via electronic mail) to exercise the Company ROFR by delivering in return, and by the ROFR Acceptance Deadline, a notice via electronic mail, and according to the notice procedures set forth herein (an “Acceptance Notice”effect such transfer), which such Acceptance Notice shall be considered an affirmative acceptance of an offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on the same terms as the Proposed Third Party Trade, without modification, and proper delivery of such Acceptance Notice in accordance with the terms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of each of the Company and the applicable Achari Put Holders, including, in the event that the Achari Put Holders had entered into binding definitive documentation with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a specific consent automatically joining the Company into such definitive documentation in place of the original third party (with the Company promptly delivering such executed joinder). For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by wire transfer of Immediately Available Cash on such settlement date.

Company Right of First Refusal. In the event that Foundation and USV do not elect to purchase all of the Achari Put Holders enter into a binding contractual agreement with respect Key Holder Stock described in the Notice pursuant to the sale of Achari Put Shares in connection with an underwritten offering, block trade or similar private transaction with an institutional counterparty involving the sale of no less than 100,000 Achari Put Shares (a “Proposed Third Party Trade”)Section 2.2, the Achari Put Holders hereby unconditionally and irrevocably grant Key Holder shall promptly give written notice (the “Second Notice”) to the Company a right and each of first refusal the Investors, which shall set forth the number of shares of Key Holder Stock to be transferred that were not purchased by Foundation or USV. The Company shall then have the right, exercisable upon written notice to the Key Holder (the “Company ROFRNotice”) within ten (10) days after the delivery of the Second Notice, to “step-in” purchase shares of the Key Holder Stock subject to the role of such institutional counterparty, Second Notice and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide notice to the Company immediately via email and according to the notice procedures set forth herein upon reaching an agreement regarding a Proposed Third Party Trade (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic same terms and conditions as set forth therein. The Company shall effect the purchase of the Proposed Third Party TradeKey Holder Stock, which shall include including payment of the minimum purchase price, form of consideration and intended settlement date not more than ten (10) days after delivery of the Proposed Third Party Trade (the “ROFR Settlement Date”) and a deadline for the Company to deliver an Acceptance Notice (as defined belowNotice, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation Key Holder shall also deliver to the Company the certificate(s) representing the Key Holder Stock to be provided upon request to purchased by the Company, on each certificate to be properly endorsed for transfer. The Key Holder Stock so purchased shall thereupon be cancelled and cease to be issued and outstanding shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained in Sections 2.2 and 2.3, in the event a strictly confidential Key Holder proposes to Transfer any shares of Key Holder Stock after the termination of the Foundation Rights pursuant to Section 2.2(c)(i) and anonymized basis. Upon receipt the termination of a Proposed Trade Noticethe USV Rights pursuant to Section 2.2(c)(ii), upon any such proposed Transfer (i) the Company shall have four the initial purchase right to such Key Holder Stock and (4ii) hours from the time of delivery of the Proposed Trade Notice (which Company’s purchase right shall be delivered solely via electronic mail) to exercise the Company ROFR exercisable by delivering in return, and written notice signed by the ROFR Acceptance Deadline, a notice via electronic mail, and according to the notice procedures set forth herein (an “Acceptance Notice”), which such Acceptance Notice shall be considered an affirmative acceptance of an offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on the same terms as the Proposed Third Party Trade, without modification, and proper delivery of such Acceptance Notice in accordance with the terms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of each officer of the Company (the “Company Notice”) and delivered to the applicable Achari Put Holders, including, Key Holder within a thirty (30) day period following the receipt of any such Notice described in the event that the Achari Put Holders had entered into binding definitive documentation with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a specific consent automatically joining the Company into such definitive documentation in place of the original third party (with the Company promptly delivering such executed joinder). For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by wire transfer of Immediately Available Cash on such settlement dateSection 2.1.

Company Right of First Refusal. Subject to any superior right granted to or by the Company as set forth in the Company's Bylaws, if any Management Holder shall desire to Transfer any of its Stock to a Third Party, it shall first deliver to the Company and to each of the Preferred Holders written notice of the proposed transaction (the "FIRST OFFEROR'S NOTICE") no less than fifteen (15) Business Days prior to the expected date of such Transfer, identifying the proposed transferee, accompanied by a copy of a binding bona fide offer to purchase such Stock signed by such transferee and setting forth: (i) the name and address of the Third Party, (ii) the number of shares of Stock proposed to be Transferred, (iii) the proposed amount and form of consideration and terms and conditions of payment offered by the Third Party (the "THIRD PARTY TERMS") and (iv) that the Third Party has been informed of the rights of first refusal and tag-along rights provided for in this Article III and has agreed to purchase shares of Stock in accordance with the terms hereof. A First Offeror's Notice shall be deemed an offer by such selling Management Holder to the Company, which may be accepted, in whole but not in part, by vote of the Board, excluding any director who is such selling Management Holder or any affiliate thereof, within ten (10) Business Days of the receipt of such First Offeror's Notice, on the same terms and conditions and at the same price at which such selling Management Holder is proposing to transfer such shares or other securities to such Third Party. The purchase of any such shares or other securities by the Company shall be settled within ten (10) Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the selling Management Holder on substantially the same terms and conditions as contained in the First Offeror's Notice (provided that if the terms of payment involve consideration other than cash, the Board of Directors of the Company shall determine, in good faith and on a reasonable basis, the fair market value of such consideration and such fair market value shall be the price payable in cash by the Company). In the event that the Achari Put Holders enter into a binding contractual agreement with respect to Company does not accept the sale of Achari Put Shares in connection with an underwritten offering, block trade or similar private transaction with an institutional counterparty involving the sale of no less than 100,000 Achari Put Shares (a “Proposed Third Party Trade”), the Achari Put Holders hereby unconditionally and irrevocably grant to the Company a right of first refusal (the “Company ROFR”) to “step-in” to the role of such institutional counterparty, and complete such sales transaction on such counterparty’s behalf, on equivalent terms, economic and otherwise, as the Achari Put Holders had previously agreed with such third party. The Achari Put Holders shall provide notice to the Company immediately via email and according to the notice procedures offer set forth herein upon reaching an agreement regarding a Proposed Third Party Trade in the First Offeror's Notice within ten (a “Proposed Trade Notice”). The Proposed Trade Notice shall contain the material economic terms and conditions of the Proposed Third Party Trade, which shall include the minimum price, form of consideration and intended settlement date of the Proposed Third Party Trade (the “ROFR Settlement Date”10) and a deadline for the Company to deliver an Acceptance Notice (as defined below, and such deadline, the “ROFR Acceptance Deadline”), and, if agreed definitive documentation with respect to the Proposed Third Party Trade is available at such time the Proposed Trade Notice is delivered, such documentation shall also be provided upon request to the Company, on a strictly confidential and anonymized basis. Upon receipt of a Proposed Trade NoticeBusiness Days, the Company shall have four (4) hours from shall, by the time last day of delivery such period, give written notice of that fact to all of the Proposed Trade Notice Preferred Holders (which shall be delivered solely via electronic mail) to exercise the "SECOND OFFEROR'S NOTICE"). If the Company ROFR by delivering in return, and by does not timely accept the ROFR Acceptance Deadline, a notice via electronic mail, and according to the notice procedures offer set forth herein (an “Acceptance Notice”), which such Acceptance in the First Offeror's Notice shall be considered an affirmative acceptance of an offer by the Achari Put Holders to sell the applicable Achari Put Shares to the Company on the same terms as the Proposed Third Party Trade, without modification, and proper delivery purchase all of such Acceptance Notice in accordance Stock, then the selling Management Holder shall comply with the terms hereof shall, upon receipt by the Achari Put Holders, be deemed a binding contractual agreement, on behalf of each of the Company and the applicable Achari Put Holders, including, in the event that the Achari Put Holders had entered into binding definitive documentation with respect to such Proposed Third Party Trade which the Company has taken claim of by delivering an Acceptance Notice, a specific consent automatically joining the Company into such definitive documentation in place of the original third party (with the Company promptly delivering such executed joinder). For the avoidance of doubt, the Company ROFR may not be exercised in part, or only with respect to certain terms of a Proposed Third Party Trade, and, if exercised, all funds due on the applicable settlement date shall be paid by wire transfer of Immediately Available Cash on such settlement dateSection 3.3 as provided below.