Common use of Exercise of Right Clause in Contracts

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assignee, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s 's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 30 days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Warrantholder or the Warrantholder's legal representative (the "Transferor") desires to transfer all or any part of its rights to acquire Preferred Stock hereunder, the Shares Preferred Stock issued upon exercise hereof or the Common Stock issuable upon conversion of the Preferred Stock (collectively, the "Securities") to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (iA) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (iiB) give written notice (the “Option "Notice”") to the Company setting forth the Optionee’s Warrantholder's desire to transfer such sharesSecurities, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares Securities (the “Offered Shares”"Company Option Securities") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor. If the Company elects to purchase any or all of such Offered SharesCompany Option Securities, it shall be obligated to purchase, and the Optionee Warrantholder shall be obligated to sell to the Company or its assigneeCompany, such Offered Shares Company Option Securities at the price and terms indicated in the Offer within 30 thirty (30) days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional a bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the per share price and terms (and, except as set forth below, on the same terms) indicated in the Offer Offer, within 30 thirty (30) days from of the date of delivery by the Company of the Counter-Notice. If the Company elects to purchase all of such counter-notice. To Company Option Shares, it may, in its sole discretion, pay the extent that purchase price for such Company option shares in accordance with the consideration proposed to be paid by the Offeror for the shares consists terms of property other than cash or a promissory note, in the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, form attached hereto as determined in good faith by the Board of Directors of the Company.Exhibit A.

Exercise of Right. Option Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee desires to transfer all or any part of the Option Shares to any person other than the Company (an “Offeror”), the Optionee Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the OptioneeEmployee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the “Offered Company Option Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the OptioneeEmployee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Employee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 90 days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the lesser of (i) the per share price (and terms on the same terms) indicated in the Offer Offer; or (ii) the Fair Market value (as defined in Section 17(b) and using the date of the Option Notice as the date of determination of Fair Market Value) of such shares as determined under Section 17(b), in any case within 30 days from of the date of delivery by the Company of the Counter-Notice. If the Company elects to purchase any or all of such counter-notice. To Company Option Shares, it may, in its sole discretion, pay the extent that purchase price for such Company option shares in accordance with the consideration proposed to be paid by the Offeror for the shares consists terms of property other than cash or a promissory note, the consideration required such terms to be paid determined solely by the Company may consist of cash equal to Company; provided, however, that the fair market value payment term of such property, as determined in good faith by the Board of Directors of the Companypromissory note shall not exceed ten (10) years.

Exercise of Right. If, at a time other than within the period specified in Section 8(a) and without limiting any restrictions on transfer of any Option Shares may not be transferred without set forth in the Company’s written consent except by willStockholders Agreement, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Option Shares to any person other than the Company (an “Offeror”), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the “Offered Company Option Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 20 days after receipt of the Option Notice, a written counter-counter notice to the Optionee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from after the date of delivery by the Company of such counter-counter notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Option Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee desires to transfer all or any part of the Vested Shares to any person other than the Company (an “Offeror”), the Optionee Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the OptioneeEmployee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Vested Shares (the “Offered Company Option Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the OptioneeEmployee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Employee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 90 days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the lesser of (i) the per share price (and terms on the same terms) indicated in the Offer Offer; or (ii) the Fair Market Value (as defined below and using the date of the Option Notice as the date of determination of Fair Market Value) of such shares as determined under Section 17(b), in any case within 30 days from of the date of delivery by the Company of such counterthe Counter-noticeNotice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by If the Company may consist of cash equal elects to the fair market value purchase any or all of such propertyCompany Option Shares, as determined it shall pay the purchase price for such Company Option Shares in good faith by the Board of Directors of the Companycash in immediately available funds.

Exercise of Right. Shares may not be transferred without the Company’s 's written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “"Offeror”"), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s 's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “"Offered Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assignee, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Warrantholder or the Warrantholder's legal representative (the "Transferor") desires to transfer all or any part of its rights to acquire Preferred Stock hereunder, the Shares Preferred Stock issued upon exercise hereof or the Common Stock issuable upon conversion of the Preferred Stock (collectively, the "Securities") to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (iA) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (iiB) give written notice (the “Option "Notice”") to the Company setting forth the Optionee’s Warrantholder's desire to transfer such sharesSecurities, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares Securities (the “Offered Shares”"Company Option Securities") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-notice counternotice to the OptioneeTransferor. If the Company elects to purchase any or all of such Offered SharesCompany Option Securities, it shall be obligated to purchase, and the Optionee Warrantholder shall be obligated to sell to the Company or its assigneeCompany, such Offered Shares Company Option Securities at the price and terms indicated in the Offer within 30 thirty (30) days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the Optionee’s desire to transfer such sharesShares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assignee, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Warrantholder or the Warrantholder's legal representative (the "Transferor") desires to transfer all or any part of its rights to acquire Preferred Stock hereunder, the Shares Preferred Stock issued upon exercise hereof or the Common Stock issuable upon conversion of the Preferred Stock (collectively, the "Securities") to any person other than the Company (an “Offeror”"OFFEROR"), the Optionee Transferor shall: (iA) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (iiB) give written notice (the “Option "Notice”") to the Company setting forth the Optionee’s Warrantholder's desire to transfer such sharesSecurities, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares Securities (the “Offered Shares”"Company Option Securities") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor. If the Company elects to purchase any or all of such Offered SharesCompany Option Securities, it shall be obligated to purchase, and the Optionee Warrantholder shall be obligated to sell to the Company or its assigneeCompany, such Offered Shares Company Option Securities at the price and terms indicated in the Offer within 30 thirty (30) days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered Shares”"Company Option Shams") specified in the Option Notice, such option to be exercisable by giving, within 15 90 days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the lesser of (i) the per share price (and terms on the same terms) indicated in the Offer Offer; or (ii) the Fair Market Value (as defined in Section 17(b) and using the date of the Option Notice as the date of determination of Fair Market Value) of such shares as determined under Section 17(b), in any case within 30 days from of the date of delivery by the Company of the Counter-Notice. If the Company elects to purchase any or all of such counter-notice. To Company Option Shares, it may, in its sole discretion, pay the extent that purchase price for such Company Option Shares in accordance with the consideration proposed to be paid by the Offeror for the shares consists terms of property other than cash or a promissory note, the consideration required such terms to be paid determined solely by the Company may consist of cash equal to Company; provided, however that the fair market value payment term of such property, as determined in good faith by the Board of Directors of the Companypromissory note shall not exceed ten (10) years.

Exercise of Right. Option Shares may not be transferred without the Company’s 's written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Employee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the OptioneeEmployee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Employee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the Optionee’s desire to transfer such sharesShares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assignee, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-counter- notice. To the extent that the consideration proposed to be paid by the Offeror for the shares Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. The Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the Optionee shall: (ia) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (iib) give written notice (the “Option Notice”) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Company Option Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Warrantholder or the Warrantholder's legal representative (the "Transferor") desires to transfer all or any part of its rights to acquire Preferred Stock hereunder, the Shares Preferred Stock issued upon exercise hereof or the Common Stock issuable upon conversion of the Preferred Stock (collectively, the "Securities") to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (iA) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (iiB) give written notice (the “Option "Notice”") to the Company setting forth the Optionee’s Warrantholder's desire to transfer such sharesSecurities, which Option Notice shall be accompanied by a photocopy of the Offer offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares Securities (the “Offered Shares”"Company Option Securities") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor. If the Company elects to purchase any or all of such Offered SharesCompany Option Securities, it shall be obligated to purchase, and the Optionee Warrantholder shall be obligated to sell to the Company or its assigneeCompany, such Offered Shares Company Option Securities at the price and terms indicated in the Offer within 30 thirty (30) days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 90 days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the lesser of (i) the per share price (and terms on the same terms) indicated in the Offer Offer; or (ii) the Fair Market value (as defined in Section 17(b) and using the date of the Option Notice as the date of determination of Fair Market Value) of such shares as determined under Section 17(b), in any case within 30 days from of the date of delivery by the Company of the Counter-Notice. If the Company elects to purchase any or all of such counter-notice. To Company Option Shares, it may, in its sole discretion, pay the extent that purchase price for such Company option shares in accordance with the consideration proposed to be paid by the Offeror for the shares consists terms of property other than cash or a promissory note, the consideration required such terms to be paid determined solely by the Company may consist of cash equal to Company; provided, however, that the fair market value payment term of such property, as determined in good faith by the Board of Directors of the Companypromissory note shall not exceed ten (10) years.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional a bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 ninety (90) days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the lesser of (i) the per share price and terms (and, except as set forth below, on the same terms) indicated in the Offer Offer; or (ii) the Fair Market Value as defined in section 17(b) and using the date of the Option Notice as the date of determination, within 30 thirty (30) days from of the date of delivery by the Company of the Counter-Notice. If the Company elects to purchase any or all of such counter-notice. To Company Option Shares, it may, in its sole discretion, pay the extent that purchase price for such Company Option Shares in accordance with the consideration proposed to be paid by the Offeror for the shares consists terms of property other than cash or a promissory note, in the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, form attached hereto as determined in good faith by the Board of Directors of the Company.Exhibit A.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Offer Notice”) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Offer Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Offer Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) specified in the Option Offer Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Offer Notice, a written counter-notice to the Optionee. If the Company elects to purchase all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assignee, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the CompanyBoard.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Offer Notice”) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Offer Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Offer Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assignee, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the CompanyBoard.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer sell all or any part of the Shares shares acquired under this option (including any securities received in respect thereof pursuant to any person other than stock dividend, stock split, reclassification, reorganization, recapitalization and the Company like), and an offeror (the "Offeror") has made an “Offeror”)offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Bona Fide Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s his or her desire to transfer sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such Offered Option Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Option Shares at the price and terms indicated in the Bona Fide Offer within 30 60 days from the date of delivery receipt by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the CompanyOption Notice.

Exercise of Right. Vested Shares may not be transferred Transferred without the Company’s written consent of the Board, except by will, by the laws of descent and distribution in accordance with Section 2 or in accordance with the further provisions of this Section 155. If the Optionee Stockholder desires to transfer Transfer all or any part of the Vested Shares to any person other than the Company or a Permitted Transferee (an “Offeror”), the Optionee Stockholder shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the OptioneeStockholder’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price price, number of Vested Shares proposed to be sold and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase all or any or all portion of such Vested Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 30 days after receipt of the Option Notice, a written counter-notice to the OptioneeStockholder. If the Company elects to purchase such all or any portion of such the Offered Shares, it shall be obligated to purchase, and the Optionee Stockholder shall be obligated to sell to the Company or its assignee, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as . The fair market value shall be determined using the procedure set forth in good faith by the Board of Directors of the CompanySection 2(d).

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 90 days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the lesser of (i) the per share price (and terms on the same terms) indicated in the Offer Offer; or (ii) the Fair Market value (as defined in Section 17(b) and using the date of the Option Notice as the date of determination of Fair Market Value) of such shares as determined under Section 17(b), in any case within 30 days from of the date of delivery by the Company of the Counter-Notice. If the Company elects to purchase all of such counter-notice. To Company Option Shares, it may, in its sole discretion, pay the extent that purchase price for such Company option shares in accordance with the consideration proposed to be paid by the Offeror for the shares consists terms of property other than cash or a promissory note, note in the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, form attached as determined in good faith by the Board of Directors of the CompanyExhibit A hereto.

Exercise of Right. Option Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Participant desires to transfer all or any part of the Option Shares to any person other than the Company (an “Offeror”), the Optionee Participant shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the OptioneeParticipant’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the “Offered Company Option Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the OptioneeParticipant. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Participant shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (i) obtain in writing an irrevocable and unconditional a bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth froth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 ninety (90) days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the lesser of (i) the per share price and terms (and, except as set forth below, on the same terms) indicated in the Offer Offer; or two, the Fair Market Value as defined in Section 17(b) and using the date of the Option Notice as the date of determination, within 30 thirty (30) days from of the date of delivery by the Company of the Counter-Notice. If the Company elects to purchase any or all of such counter-notice. To Company Option Shares, it may, in its sole discretion, pay the extent that purchase price for such Company Option Shares in accordance with the consideration proposed to be paid by the Offeror for the shares consists terms of property other than cash or a promissory note, in the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, form attached hereto as determined in good faith by the Board of Directors of the Company.Exhibit A.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee desires to transfer all or any part of the Shares to any person other than the Company (an “Offeror”), the Optionee Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the OptioneeEmployee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the OptioneeEmployee. If the Company elects to purchase all of such Offered Shares, it shall be obligated to purchase, and the Optionee Employee shall be obligated to sell to the Company or its assignee, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer sell all or any part of the Shares shares acquired under this option (including any securities received in respect thereof pursuant to any person other than stock dividend, stock split, reclassification, reorganization, recapitalization or the Company like), and an offeror (the "Offeror") has made an “Offeror”)offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “a "Bona Fide Offer”") for the purchase thereof from the Offeror; Offeror and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s 's desire to transfer sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such Offered Option Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Option Shares at the price and terms indicated in the Bona Fide Offer within 30 sixty (60) days from the date of delivery receipt by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the CompanyOption Notice.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Purchaser desires to transfer sell all or any part of the Shares shares acquired under this Agreement (including any securities received in respect thereof pursuant to any person other than recapitalizations and the Company (an “Offeror”like), and an offeror (the Optionee "Offeror") has made an offer therefor, which offer the Purchaser desires to accept, the Purchaser shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Bona Fide Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s his/her desire to transfer sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares (the “Offered Shares”) shares specified in the Option Notice, such option to be exercisable by giving, within 15 30 days after receipt of the Option Notice, a written counter-notice to the OptioneePurchaser. If the Company elects to purchase any or all of such Offered Sharesshares, it shall be obligated to purchase, and the Optionee Purchaser shall be obligated to sell to the Company or its assigneeCompany, such Offered Shares shares at the price and terms indicated in the Bona Fide Offer within 30 60 days from the date of delivery receipt by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the CompanyOption Notice.

Exercise of Right. If the Company does not elect to purchase any Option Shares may not be transferred without within the Company’s written consent except by will, by the laws of descent period specified in Section 8(a) and distribution or in accordance with the further provisions of this Section 15. If thereafter the Optionee desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s 's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 10 days after receipt of the Option Notice, a written counter-counter notice to the Optionee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without If, at a time other than within the Company’s written consent except by will, by the laws of descent and distribution or period specified in accordance with the further provisions of this Section 15. If 8(a) and without limiting any other restrictions on transfer of any Option Shares set forth in any other agreement or otherwise, the Optionee desires to transfer all or any part of the Option Shares to any person other than the Company (an “Offeror”), ; the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the “Offered Company Option Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 30 days after receipt of the Option Notice, a written counter-counter notice to the Optionee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 20 days from after the date of the delivery by the Company of such counter-counter notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Company does not elect to purchase any Vested Shares within the period specified in Section 5(a) and thereafter the Grantee desires to transfer all or any part of the Vested Shares to any person other than the Company (an “"Offeror”"), the Optionee Grantee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Grantee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Vested Shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 10 days after receipt of the Option Notice, a written counter-counter notice to the OptioneeGrantee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Grantee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Option Shares may not be transferred without the Company’s 's written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee desires to transfer all or any part of the Option Shares that have been held by the Employee for more than six (6) months from the date of exercise (such Option Shares being referred to as "Transferable Shares") to any person other than the Company (an “"Offeror”"), the Optionee Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Employee's desire to transfer such sharesTransferable Shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Transferable Shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Notice, a written counter-notice to the OptioneeEmployee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Employee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Award Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Participant desires to transfer all or any part of the Vested Shares to any person other than the Company (an “Offeror”), the Optionee Participant shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Award Notice”) to the Company setting forth the OptioneeParticipant’s desire to transfer such shares, which Option Award Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Award Notice, the Company shall have an assignable option to purchase any or all of such Vested Shares (the “Offered Company Award Shares”) specified in the Option Award Notice, such option to be exercisable by giving, within 15 days after receipt of the Option Award Notice, a written counter-notice to the OptioneeParticipant. If the Company elects to purchase any or all of such Offered Company Award Shares, it shall be obligated to purchase, and the Optionee Participant shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Award Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Vested Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution in accordance with Section 6 or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Vested Shares to any person other than the Company (an “Offeror”), the Optionee shall: (i1) obtain in writing an irrevocable and unconditional bona fide bonafide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price price, number of Vested Shares proposed to be sold and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all but not less than all of such Vested Shares (the “Offered Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such Offered Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee desires to transfer all or any part of the Vested Shares to any person other than the Company (an “"Offeror”"), the Optionee Employee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Employee's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price price, number of Vested Shares proposed to be sold and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Vested Shares (the “Offered "Company Vested Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 30 days after receipt of the Option Notice, a written counter-notice to the OptioneeEmployee. If the Company elects to purchase any or all of such Offered Company Vested Shares, it shall be obligated to purchase, and the Optionee Employee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Vested Shares at the price and terms indicated in the Offer within 30 days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company exercising its options under this Section 7 may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer sell all or any part of the Shares shares acquired under this option (including any securities received in respect thereof pursuant to any person other than stock dividend, stock split, reclassification, reorganization, recapitalization or the Company like), and an offeror (the "Offeror") has made an “Offeror”)offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “a "Bona Fide Offer”") for the purchase thereof from the Offeror; Offeror and (ii) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s 's desire to transfer sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such Offered Option Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Option Shares at the price and terms indicated in the Bona Fide Offer within 30 sixty (6) days from the date of delivery receipt by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the CompanyOption Notice.

Exercise of Right. If, at a time other than within the period specified in Section 7(a) and without limiting any restrictions on transfer of any Option Shares may not be transferred without set forth in the Company’s written consent except by willStockholders Agreement, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee desires to transfer all or any part of the Option Shares to any person other than the Company (an “Offeror”), the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and (ii) give written notice (the “Option Notice”) to the Company setting forth the Optionee’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Option Shares (the “Offered Company Option Shares”) specified in the Option Notice, such option to be exercisable by giving, within 15 20 days after receipt of the Option Notice, a written counter-counter notice to the Optionee. If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares at the price and terms indicated in the Offer within 30 days from after the date of delivery by the Company of such counter-counter notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Warrantholder or the Warrantholder's legal representative (the "Transferor") desires to transfer all or any part of its rights to acquire Preferred Stock hereunder, the Shares Preferred Stock issued upon exercise hereof or the Common Stock issuable upon conversion of the Preferred Stock (collectively, the "Securities") to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (iA) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (iiB) give written notice (the “Option "Notice”") to the Company setting forth the Optionee’s Warrantholder's desire to transfer such sharesSecurities, which Option Notice shall be accompanied by a photocopy of the Offer offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares Securities (the “Offered Shares”"Company Option Securities") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-counter- notice to the OptioneeTransferor. If the Company elects to purchase any or all of such Offered SharesCompany Option Securities, it shall be obligated to purchase, and the Optionee Warrantholder shall be obligated to sell to the Company or its assigneeCompany, such Offered Shares Company Option Securities at the price and terms indicated in the Offer within 30 thirty (30) days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Employee (or successor and assigns) or his or her legal representative (the "Transferor") desires to transfer all or any part of the Option Shares to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (iI) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (iiII) give written notice (the “"Option Notice”") to the Company setting forth the Optionee’s Transferor's desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares shares (the “Offered "Company Option Shares”") specified in the Option Notice, such option to be exercisable by giving, within 15 90 days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor (the "Counter-Notice"). If the Company elects to purchase any or all of such Offered Company Option Shares, it shall be obligated to purchase, and the Optionee Transferor shall be obligated to sell to the Company or its assigneeCompany, such Offered Company Option Shares that the Company elects to purchase as set forth in the Counter-Notice at a per share price equal to the lesser of (i) the per share price (and terms on the same terms) indicated in the Offer Offer; or (ii) the Fair Market Value (as defined in Section 17(b) and using the date of the Option Notice as the date of determination of Fair Market Value) of such shares as determined under Section 17(b), in any case within 30 days from of the date of delivery by the Company of the Counter-Notice. If the Company elects to purchase any or all of such counter-notice. To Company Option Shares, it may, in its sole discretion, pay the extent that purchase price for such Company Option Shares in accordance with the consideration proposed to be paid by the Offeror for the shares consists terms of property other than cash or a promissory note, the consideration required such terms to be paid determined solely by the Company may consist of cash equal to Company; provided, however, that the fair market value payment term of such property, as determined in good faith by the Board of Directors of the Companypromissory note shall not exceed ten (10) years.

Exercise of Right. Shares may not be transferred without the Company’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Optionee Warrantholder or the Warrantholder's legal representative (the "Transferor") desires to transfer all or any part of its rights to acquire Preferred Stock hereunder, the Shares Preferred Stock issued upon exercise hereof or the Common Stock issuable upon conversion of the Preferred Stock (collectively, the "Securities") to any person other than the Company (an “"Offeror”"), the Optionee Transferor shall: (iA) obtain in writing an irrevocable and unconditional bona fide offer (the “"Offer”") for the purchase thereof from the Offeror; and (iiB) give written notice (the “Option "Notice”") to the Company setting forth the Optionee’s Warrantholder's desire to transfer such sharesSecurities, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offerbona fide offer. Upon receipt of the Option Notice, the Company shall have an assignable option to purchase any or all of such Shares Securities (the “Offered Shares”"Company Option Securities") specified in the Option Notice, such option to be exercisable by giving, within 15 thirty (30) days after receipt of the Option Notice, a written counter-notice to the OptioneeTransferor. If the Company elects to purchase any or all of such Offered SharesCompany Option Securities, it shall be obligated to purchase, and the Optionee 7 8 Warrantholder shall be obligated to sell to the Company or its assigneeCompany, such Offered Shares Company Option Securities at the price and terms indicated in the Offer within 30 thirty (30) days from the date of delivery by the Company of such counter-notice. To the extent that the consideration proposed to be paid by the Offeror for the shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company may consist of cash equal to the fair market value of such property, as determined in good faith by the Board of Directors of the Company.