Common use of Exercise of Right of First Refusal Clause in Contracts

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty ---------------------------------- (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the NoticeHolder’s notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transfereesproposed transferees, at the purchase price determined in accordance with subsection (c) below.Section 7.C.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred Transferred to any one or more of the Proposed Transferees, at the . The purchase price will be determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the NoticeHolder’s notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transfereesproposed transferees, at the purchase price determined in accordance with subsection (c) below.Section 4.C.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred Transferred to any one or more of the Proposed Transferees, at the . The purchase price will be determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, up to all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty ---------------------------------- (30) days after receipt of the Notice, the Company and/or Parent or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (cd) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or part of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within ---------------------------------- thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty ---------------------------------- (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, all (but not less than all, ) of the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price price, determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) Section 5.3 below.

Exercise of Right of First Refusal. At any time within thirty (30) ---------------------------------- days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, ,elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred Transferred to any one or more of the Proposed Transferees, at the . The purchase price shall be determined in accordance with subsection (cSection 5(a)(iii) belowhereof.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any portion of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) 3.4 below.

Exercise of Right of First Refusal. At any time within thirty ten (3010) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any portion of the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the . The purchase price will be determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, all (but not less than all, ) of the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or a portion of the Shares Common Stock proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares Units proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred Transferred to any one or more of the Proposed Transferees, at the . The purchase price will be determined in accordance with subsection paragraph (ciii) below.

Exercise of Right of First Refusal. At any time within thirty ---------------------------------- (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, for cash at the purchase price determined in accordance with subsection (ciii) below.. -11-

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the NoticeHolder’s notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transfereesproposed transferees, at the purchase price determined in accordance with subsection (c) below.Section 6.C.

Exercise of Right of First Refusal. At any time within thirty (30) ---------------------------------- days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or or its assignee(s) assignee may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any portion of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) 4.3 below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 ---------------------------------- days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or or its assignee(s) assignee may, by giving written notice to the Holder, elect to purchase all, all (but not less than all, ) of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) belowOffered Price.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the NoticeHolder’s notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transfereesproposed transferees, at the purchase price determined in accordance with subsection (c) belowSection 6.3.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c5(c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Noticedate the Notice was effective in accordance with Section 12.1 hereof, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) Section 5.3 below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days ---------------------------------- after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred Transferred to any one or more of the Proposed Transferees, at the . The purchase price shall be determined in accordance with subsection (cSection 4(iii) belowhereof.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any of the Offered Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any portion of the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within thirty fifteen (3015) business days after receipt of the Seller Notice, the Company and/or or its assignee(s) assignee may, by giving written notice to the HolderSeller, elect to purchase all, but not less than all, all of the Shares Stock proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company Corporation and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) ---------------------------------- days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price price, determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within thirty (30) 20 days ---------------------------------- after receipt of the Notice, the Company and/or or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares Warrant proposed to be transferred to any one or more of the Proposed TransfereesTransferee, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Noticedate the Notice was effective in accordance with Section 10.1 hereof, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) Section 3.3 below.

Exercise of Right of First Refusal. At any time within thirty ---------------------------------- (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price price, determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the HolderSelling Stockholder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and on the terms determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred Transferred to any one or more of the Proposed Transferees, at the . The purchase price shall be determined in accordance with subsection (cSection 4(a)(iii) belowhereof.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within ---------------------------------- thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the HolderHolder (the “Election Notice”), elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within ---------------------------------- thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the HolderInvestor, elect to purchase all, but not less than all, of the Shares Securities proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (cb)(iii) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, some or all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty sixty (3060) days after receipt of the Notice, the Company and/or its assignee(s) Purchaser may, by giving written notice to the HolderSellers, elect to purchase all, but not less than all, of the Shares Interest proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price and on the terms determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, for cash at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred Transferred to any one or more of the Proposed Transferees, at the . The purchase price will be determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty ---------------------------------- (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) 6.3 below.

Exercise of Right of First Refusal. At any time within thirty ninety (3090) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, some or all of the Option Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) c below.

Exercise of Right of First Refusal. At any time within thirty Within five (305) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the . The purchase price will be determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days ---------------------------------- after receipt of the Notice, the Company and/or or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Warrants or Converted Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the NoticeOfferor’s notice, the Company and/or its assignee(s) may, by giving written notice to the HolderOfferor, elect to purchase all, but not less than all, all or any portion of the Shares proposed to be transferred Transferred to any one or more of the Proposed Transfereesproposed transferees, at the purchase price as determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Option Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 90 days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price price, determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within Within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, may elect in writing to purchase all, but not less than all, of the Shares shares of Common Stock proposed to be transferred Transferred to any one or more of the Proposed Transferees, at the . The purchase price will be determined in accordance with subsection (c) belowSection 5.3(c).

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one (1) or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the HolderPurchaser, elect to purchase all, but not less than all, all or a portion of the Shares proposed to be transferred to any one or more of the Proposed TransfereesOffered Shares, at the purchase price determined in accordance with subsection (cSection 11(a)(3) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company Corporation and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any portion of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection clause (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) ---------------------------------- days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any part of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the NoticeHolder’s notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transfereesproposed transferees, at the purchase price determined in accordance with subsection (c) below.Section 3.C.

Exercise of Right of First Refusal. At any time within thirty forty five (3045) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company Parent and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, up to all of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) clause 3.3 below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within ---------------------------------- thirty (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price price, determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within thirty (30) 15 days after receipt of the NoticeNotice set forth in Section 2(b) above, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any portion of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (cii) below.

Exercise of Right of First Refusal. At any time within thirty forty-five (3045) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or part of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price Offered Price (“Purchase Price”). If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in accordance with subsection (c) belowgood faith.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price Purchase Price. If the Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in accordance with subsection (c) belowgood faith.

Exercise of Right of First Refusal. At any time within ---------------------------------- thirty (30) days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all of the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection (c) Section 9.3 below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days ---------------------------------- after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, all or any portion of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) 8 below.

Exercise of Right of First Refusal. At any time within thirty ten (3010) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares Securities proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after the Company’s effective receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not all or less than all, all of the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price price, determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.. c.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the First Refusal Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Transfer Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt the date of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase allall (or, but not with the consent of the Holder, less than all, of ) the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price price, determined in accordance with subsection (c) as specified below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the HolderHolder (the “Election Notice”), elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price Purchase Price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the NoticeHolder's notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transfereesproposed transferees, at the purchase price determined in accordance with subsection (c) below.Section 6C.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or and each of its assignee(s) assignees may, by giving written notice to the Holder, elect to purchase all, but not less than all, any or all of the Shares shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Refusal Right Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (ciii) below.

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) C below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.. EXHIBIT A-1

Exercise of Right of First Refusal. (A) At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than allor a portion, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) belowSection 3(b)(iii).

Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) 3 below.

Exercise of Right of First Refusal. At any time within thirty (30) 20 days after receipt of the Transfer Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) 2.4 below. Failure of the Company to give such a notice within such time period will be deemed an election by it not to exercise its option.

Exercise of Right of First Refusal. At any time within thirty fifteen (3015) business days after receipt of the Seller Notice, the Company and/or or its assignee(s) assignee may, by giving written notice to the HolderSeller, elect to purchase all, but not less than all, all of the Shares Stock proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) belowc)below.

Exercise of Right of First Refusal. At any time within thirty (30) 30 days after receipt the date of the Notice, the Company Acquiror and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of any or all the Offered Shares proposed to be transferred to any one or more of the Proposed TransfereesTransferees named in the Notice, at the purchase price determined in accordance with subsection Section 4.1(c) below (c) belowthe “Purchase Price”).