Common use of First Offer Clause in Contracts

First Offer. (i) Except as otherwise provided in this Section 12 and so long as at least twenty-five percent (25%) of the Warrant remains outstanding and in IITRI's possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Offered Securities"), the Company is required to first make an offer to IITRI (the "First Offer") in writing and in accordance with Section 15 (the "Offer Notice"), to purchase, at a per share price (the "Offer Price") and on terms chosen by the Company, a percentage of each class or type of the Offered Securities equal to (x) the number of Shares then held by IITRI plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IITRI, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to as the "IITRI Share"). (ii) Subject to Section 12(c) below, if IITRI does not deliver to the Company written notice of acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after IITRI's receipt of the First Offer Notice, IITRI shall be deemed to have waived its rights to purchase the Offered Securities, which are the subject of the First Offer, and the Company shall be entitled to issue and sell the Offered Securities at the Offer Price, or at such other price which is no less than ninety percent (90%) of the Offer Price, to any third party that is not an Affiliate of the Company at any time during the period of nine (9) months following the date of delivery of the Offer Notice by the Company to IITRI, without the obligation to provide any further offers or notices to IITRI.

First Offer. (i) Except as otherwise provided in this Section 12 and so long as at least twenty-five percent (25%) of the Warrant remains outstanding and in IITRI's possessionoutstanding, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "Offered Securities"), the Company is required to first make an offer to IITRI Holder (the "First Offer") in writing and in accordance with Section 15 (the "Offer Notice"), to purchase, at a per share price (the "Offer Price") and on terms chosen by the Company, a percentage of each class or type of the Offered Securities equal to (x) the number of Shares then held by IITRI Holder plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IITRIHolder, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to as the "IITRI Holder Share"). (ii) Subject to Section 12(c) below, if IITRI Holder does not deliver to the Company written notice of acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after IITRIHolder's receipt of the First Offer Notice, IITRI Holder shall be deemed to have waived its rights to purchase the Offered Securities, which are the subject of the First Offer, and the Company shall be entitled to issue and sell the Offered Securities at the Offer Price, or at such other price which is no less than ninety percent (90%) of the Offer Price, to any third party that is not an Affiliate of the Company at any time during the period of nine (9) months following the date of delivery of the Offer Notice by the Company to IITRIHolder, without the obligation to provide any further offers or notices to IITRIHolder.

First Offer. (i) Except as If the Holder proposes to sell or otherwise provided in this Section 12 and so long as at least twenty-five percent (25%) transfer the Warrant, any portion thereof, and/or any number of the Warrant remains outstanding and in IITRI's possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock Shares it holds at such time (collectively, the "Offered SecuritiesTransfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate"), the Company Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to IITRI (purchase the "First Offer") in writing and in accordance with Section 15 (the "Offer Notice"), to purchase, Transfer Interests at a per share price (the "Offer Price") and on terms chosen to be proposed by the Company; provided that, in relation to a percentage proposed sale or transfer of each class or type Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Offered Securities equal Sale Notice, to (x) make an offer to purchase the number of Shares then held Transfer Interest at a price to be proposed by IITRI plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IITRI, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to as the "IITRI Share")Company. (ii) Subject to Section 12(c11(c) below, if IITRI either (x) the Company does not deliver to the Company Holder written notice of acceptance of any an offer made pursuant to Section 12(a)(i) within thirty (30) days after IITRI's receipt of the First Offer Notice, IITRI shall be deemed to have waived its rights to purchase the Offered SecuritiesTransfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, which are or (y) the subject of Holder has rejected the First OfferCompany's offer, and the Company Holder shall be entitled to issue and sell the Offered Securities Transfer Interests at the Offer Price, or at such other a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Company Holder at any time during the period of nine (9) months following the date of delivery of the Offer Sale Notice by the Company Holder to IITRIthe Company, without the obligation to provide any further offers or notices to IITRIthe Company.

First Offer. (i) Except as If the Holder proposes to sell or otherwise provided in this Section 12 and so long as at least twenty-five percent (25%) transfer the Warrant, any portion thereof, and/or any number of the Warrant remains outstanding and in IITRI's possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock Shares it holds at such time (collectively, the "Offered SecuritiesTransfer Interests") to any third party other than one that it controls, is controlled by, or is under common control with (each an "Affiliate") (other than in connection with a Demand Registration or Piggy-Back Registration under the Rights Agreement), the Company Holder is required to first notify the Company, by delivering to the Company a written notice ("Sale Notice") in accordance with Section 15, stating the Holder's bona fide intention to sell or otherwise transfer the Transfer Interests. The Company shall have the exclusive right, for a period of thirty (30) days from its receipt of the Sale Notice, to make an offer to IITRI (purchase the "First Offer") in writing and in accordance with Section 15 (the "Offer Notice"), to purchase, Transfer Interests at a per share price (the "Offer Price") and on terms chosen to be proposed by the Company; provided that, in relation to a percentage proposed sale or transfer of each class or type Transfer Interests by the Holder in connection with a transaction that is the subject of a Tag-Along Notice delivered to the Holder by the Trust, the Company shall have the exclusive right, for a period of ten (10) days from its receipt of the Offered Securities equal Sale Notice, to (x) make an offer to purchase the number of Shares then held Transfer Interest at a price to be proposed by IITRI plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IITRI, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to as the "IITRI Share")Company. (ii) Subject to Section 12(c11(c) below, if IITRI either (x) the Company does not deliver to the Company Holder written notice of acceptance of any an offer made pursuant to Section 12(a)(i) within thirty (30) days after IITRI's receipt of the First Offer Notice, IITRI shall be deemed to have waived its rights to purchase the Offered SecuritiesTransfer Interests ("Purchase Notice") within the appropriate offer period referenced in Section 11(a)(i) above, which are or (y) the subject of Holder has rejected the First OfferCompany's offer, and the Company Holder shall be entitled to issue and sell the Offered Securities Transfer Interests at the Offer Price, or at such other a price which is no less than ninety percent (90%) of the last price offered by the Company for the Transfer Interests (the "Last Offer Price"), to any third party that is not an Affiliate of the Company Holder at any time during the period of nine (9) months following the date of delivery of the Offer Sale Notice by the Company Holder to IITRIthe Company, without the obligation to provide any further offers or notices to IITRIthe Company.

First Offer. (i) Except as otherwise provided in this Section 12 and so long as at least twenty-five percent (25%) of the Warrant remains outstanding and in IITRI's IIT’s possession, before the Company may offer to issue and sell any shares of Common Stock or any securities convertible or exercisable into Common Stock, or other rights to acquire Common Stock (collectively, the "“Offered Securities"”), the Company is required to first make an offer to IITRI IIT (the "“First Offer"”) in writing and in accordance with Section 15 (the "“Offer Notice"”), to purchase, at a per share price (the "“Offer Price"”) and on terms chosen by the Company, a percentage of each class or type of the Offered Securities equal to (x) the number of Shares then held by IITRI IIT plus the number of shares of Common Stock underlying any outstanding and unexpired portion of the Warrant then held by IITRIIIT, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) (such percentage shall hereinafter be referred to as the "IITRI “IIT Share"”). (ii) Subject to Section 12(c) below, if IITRI IIT does not deliver to the Company written notice of acceptance of any offer made pursuant to Section 12(a)(i) within thirty (30) days after IITRI's IIT’s receipt of the First Offer Notice, IITRI IIT shall be deemed to have waived its rights to purchase the Offered Securities, which are the subject of the First Offer, and the Company shall be entitled to issue and sell the Offered Securities at the Offer Price, or at such other price which is no less than ninety percent (90%) of the Offer Price, to any third party that is not an Affiliate of the Company at any time during the period of nine (9) months following the date of delivery of the Offer Notice by the Company to IITRIIIT, without the obligation to provide any further offers or notices to IITRIIIT.