Common use of Refusal Rights Clause in Contracts

Refusal Rights. On or before the date on which the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if the Investor desires to sell all or any part of the Common Stock acquired under this Warrant (including any securities received in respect thereof pursuant to recapitalization and the like), and an offeror (the "Offeror") has made an offer therefore, which offer the Investor desires to accept, the Investor shall: (i) obtain in writing a bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Warrant Notice") to the Company setting forth the Investor's desire to sell such shares, which Warrant 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 Warrant Notice, the Company shall have an option to purchase any or all of such shares of Common Stock specified in the Warrant Notice, such option to be exercisable by giving, within fifteen (15) days after the receipt of the Warrant Notice, a written counter-notice to the Investor. If the Company elects to purchase any or all such shares of Common Stock, it shall be obligated to purchase, and the Investor shall be obligated to sell to the Company, such shares at the price and terms indicated in the Bona Fide Offer within forty-five (45) days from the date of receipt by the Company of the Warrant Notice. The Investor may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company at any time during the sixty (60) days immediately following the expiration of the fifteen (15)-day period during which the Company may give the aforesaid counter-notice. If any or all such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the unsold shares of Common Stock shall remain subject to the terms of this subsection 8.3. 9.

Refusal Rights. On or before If the date on which the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if the Investor Optionee desires to sell all or any part of -------------- the Common Stock shares acquired under this Warrant option (including any securities received in respect thereof pursuant to recapitalization recapitalizations and the like), and an offeror (the "Offeror") has made an offer thereforetherefor, which offer the Investor Optionee desires to accept, the Investor Optionee shall: (i) obtain in writing a an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Warrant Option Notice") to the Company setting forth the Investor's his desire to sell such shares, which Warrant 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 Warrant Option Notice, the Company shall have an option to purchase any or all of such shares of Common Stock specified in the Warrant Option Notice, such option to be exercisable by giving, within fifteen (15) 90 days after the receipt of the Warrant Option Notice, a written counter-notice to the InvestorOptionee. If the Company elects to purchase any or all of such shares of Common Stockshares, it shall be obligated to purchase, and the Investor Optionee shall be obligated to sell to the Company, such shares at the price and terms indicated in the Bona Fide Offer within forty-five (45) 120 days from the date of receipt by the Company of the Warrant Option Notice. The Investor Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased purchase or agreed to be purchased by the Company at any time during the sixty (60) 30 days immediately following the expiration of the fifteen (15)-day 90- day period during which the Company may give the aforesaid counter-notice; provided, however, that the Optionee shall not sell such shares to the Offeror -------- ------- if the Company, in its sole discretion, determines that the Offeror is a competitor of the Company and the Company gives written notice of such determined to the Optionee, within 90 days of its receipt of the Option Notice. If any or all of such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the unsold shares of Common Stock shall remain subject to the terms of this subsection 8.3. 9Article 17.

Refusal Rights. On or before If Tenant performs all of the date on which terms and conditions of this Lease, Tenant shall have during the Company becomes subject initial Term a preferential right to lease the Refusal Space, more particularly described in ITEM 6(A) OF THE BASIC LEASE PROVISIONS, prior to the reporting requirements same being leased to any third party. Prior to leasing any portion of the Securities Exchange Act of 1934Refusal Space to a third party, as amended (the "Exchange Act"), if the Investor desires Landlord shall give to sell all or any part of the Common Stock acquired under this Warrant (including any securities received in respect thereof pursuant to recapitalization and the like), and an offeror (the "Offeror") has made an offer therefore, which offer the Investor desires to accept, the Investor shall: (i) obtain in writing Tenant a written bona fide offer (the "Bona Fide Offer") for the purchase thereof from lease of all or a portion of the Offeror; and Refusal Space that contains the basic lease terms upon which Landlord intends to lease such space (ii) give written notice (the "Warrant NoticePROSPECT OFFER") to the Company setting forth the Investor's desire to sell such shares, which Warrant Notice ). Tenant shall be accompanied by a photocopy of deemed to have waived its rights under this ARTICLE 1.02, unless Tenant accepts the original executed Bona Fide Prospect 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 in writing within five (5) days following receipt of the Warrant NoticeProspect Offer, and Tenant executes and delivers Landlord's then standard form amendment adding the Company Refusal Space to the Premises on the terms and conditions of the Prospect Offer within ten (10) days following receipt of such amendment. The rights set forth in this Paragraph shall have not be a one-time right to lease the Refusal Space and shall recur with respect to any subsequent offer. Nonetheless, anything to the contrary in this Lease, Tenant acknowledges and agrees that its rights in connection with the Refusal Space to the rights of any other Tenants under their respective leases in effect on the effective date of this Lease. Unless the cost thereof is reflected in the Prospect Offer, all Refusal Space shall be delivered and accepted in an option "AS-IS" condition, no lease inducements (such as rent abatement or refurbishment allowances) shall be provided with respect to purchase any or the Refusal Space, all of such shares the terms and conditions of Common Stock specified in the Warrant Notice, such option to be exercisable by giving, within fifteen (15) days after the receipt of the Warrant Notice, a written counter-notice Landlord's then standard form lease shall apply to the Investor. If the Company elects to purchase any or all such shares of Common Stock, it shall be obligated to purchaseRefusal Space, and the Investor term of the Refusal Space shall be obligated to sell to coterminous with the Company, such shares at Term of this Lease (as the price and terms indicated same may have been extended). The Refusal Space shall constitute a portion of the Premises for all purposes. Rent for the Refusal Space shall be the rental rate set forth in the Bona Fide Offer within forty-five (45) days from the date of receipt by the Company of the Warrant Notice. The Investor may sell, pursuant to the terms of the Bona Fide Prospect Offer, any or all of such shares unless the term set forth in the Prospect Offer is not purchased or agreed to be purchased by conterminous with the Company at any time during the sixty (60) days immediately following the expiration of the fifteen (15)-day period during which the Company may give the aforesaid counter-notice. If any or all such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the unsold shares of Common Stock shall remain subject to the terms Term of this subsection 8.3. 9Lease, in which case the Rent for the Refusal Space shall be the rental rate set forth in the Prospect Offer modified to reflect Landlord's net effective rental rate of return over the different term.

Refusal Rights. On or before If the date on which the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if the Investor Optionee desires to sell all or any part of the Common Stock -------------- shares acquired under this Warrant option (including any securities received in respect thereof pursuant to recapitalization recapitalizations and the like), and an offeror (the "Offeror") has made an offer thereforetherefor, which offer the Investor Optionee desires to accept, the Investor Optionee shall: (i) obtain in writing a an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Warrant Option Notice") to the Company setting forth the Investor's his desire to sell such shares, which Warrant 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 Warrant Option Notice, the Company shall have an option to purchase any or all of such shares of Common Stock specified in the Warrant Option Notice, such option to be exercisable by giving, within fifteen (15) 30 days after the receipt of the Warrant Option Notice, a written counter-notice to the InvestorOptionee. If the Company elects to purchase any or all of such shares of Common Stockshares, it the Optionee shall be obligated to purchase, and the Investor shall be obligated to sell to the Company, such shares Company at the price and terms indicated in the Bona Fide Offer within forty-five (45) 60 days from the date of receipt by the Company of the Warrant Option Notice. The Investor Company's purchase rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company at any time during the sixty (60) for 60 days immediately following after the expiration of the fifteen (15)-day 30-day period during which the Company may give the aforesaid counter-notice; provided, however, that the -------- ------- Optionee shall not sell such shares to the Offeror if, in the sole opinion of the Company, the Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16. If any or all of such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the unsold shares of Common Stock shall remain subject to the terms of this subsection 8.3Article 16. 9The refusal rights of the Company set forth above shall remain in effect until such time, if ever, as a distribution to the public is made of shares of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the refusal rights set forth herein will automatically expire.

Refusal Rights. On or before the date on which the Company becomes subject to the reporting requirements The rights of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if the Investor desires to sell all or any part of the Common Stock acquired a Rights Holder under this Warrant (including any securities received in respect thereof pursuant to recapitalization and the like), and an offeror (the "Offeror") has made an offer therefore, which offer the Investor desires to accept, the Investor shallSection 3 hereof may be assigned by such Rights Holder only to: (i) obtain a transferee who acquires from such Rights Holder (or such Rights Holder’s permitted assigns) at least 500,000 Registrable Securities (such number of shares to be subject to adjustment as provided in writing Section 6.11) and who becomes a party to this Agreement as an “Investor” hereunder and who is a Major Preferred Stockholder; (ii) with respect to a particular offering of New Securities, a party who, both at the time of the assignment of such rights under Section 3 hereof and at the time of the exercise of such assigned rights of refusal under Section 3 hereof, is an Affiliate of such Rights Holder or is an affiliated venture capital, private equity or other investment fund of such Rights Holder; (iii) a successor entity into which such Rights Holder is merged or consolidated in a bona fide offer statutory merger or consolidation in which such successor entity succeeds to all such Investor’s assets, properties and liabilities and obligations by operation of law; or (iv) a successor entity which acquires all or substantially all such Rights Holder’s assets and properties and assumes all such Rights Holder’s obligations under all agreements between such Rights Holder and the "Bona Fide Offer"Company; provided, however that no party may be assigned any of the foregoing rights unless (A) for the purchase thereof from the Offeror; and (ii) give Company is given written notice (by the "Warrant Notice") to the Company setting forth the Investor's desire to sell assigning party within a reasonable time after such shares, which Warrant Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least assignment stating the name and address of the Offeror assignee and identifying the price and terms securities of the Bona Fide Offer. Upon receipt Company as to which the rights in question are being assigned, (B) such transfer of the Warrant Notice, securities of the Company shall have an option is made in compliance with the terms and conditions relating to purchase any or restrictions and conditions of transfer applicable to such securities, and (C) such assignee executes and delivers to the Company a counterpart signature page to this Agreement in a form reasonably satisfactory to the Company agreeing to be bound by all of such shares the terms and conditions of Common Stock specified this Agreement (including without limitation the provisions of this Section 4) as an “Investor” hereunder. Notwithstanding anything to the contrary in this Agreement, no rights under Section 3 may be transferred or assigned to any party that the Warrant Notice, such option to be exercisable by giving, within fifteen (15) days after the receipt Board reasonably concludes is a competitor or potential competitor of the Warrant Notice, a written counter-notice Company (other than to the an Affiliate of an Investor. If the Company elects to purchase any or all such shares of Common Stock, it shall be obligated to purchase, and the Investor shall be obligated to sell to the Company, such shares at the price and terms indicated in the Bona Fide Offer within forty-five (45) days from the date of receipt by the Company of the Warrant Notice. The Investor may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company at any time during the sixty (60) days immediately following the expiration of the fifteen (15)-day period during which the Company may give the aforesaid counter-notice. If any or all such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the unsold shares of Common Stock shall remain subject to the terms of this subsection 8.3. 9).

Refusal Rights. On or before If the date on which the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if the Investor Optionee desires to sell all or any part of -------------- the Common Stock shares acquired under this Warrant option (including any securities received in respect thereof pursuant to recapitalization recapitalizations and the like), and an offeror (the "Offeror") has made an offer thereforetherefor, which offer the Investor Optionee desires to accept, the Investor Optionee shall: (i) obtain in writing a an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Warrant Option Notice") to the Company setting forth the Investor's his desire to sell such shares, which Warrant 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 Warrant Option Notice, the Company shall have an option to purchase any or all of such shares of Common Stock specified in the Warrant Option Notice, such option to be exercisable by giving, within fifteen (15) 90 days after the receipt of the Warrant Option Notice, a written counter-notice to the InvestorOptionee. If the Company elects to purchase any or all of such shares of Common Stockshares, it shall be obligated to purchase, and the Investor Optionee shall be obligated to sell to the Company, such shares at the price and terms indicated in the Bona Fide Offer within forty-five (45) 120 days from the date of receipt by the Company of the Warrant Option Notice. The Investor Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased purchase or agreed to be purchased by the Company at any time during the sixty (60) 30 days immediately following the expiration of the fifteen (15)-day 90-day period during which the Company may give the aforesaid counter-notice; provided, -------- however, that the Optionee shall not sell such shares to the Offeror if the ------- Company, in its sole discretion, determines that the Offeror is a competitor of the Company and the Company gives written notice of such determined to the Optionee, within 90 days of its receipt of the Option Notice. If any or all of such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the unsold shares of Common Stock shall remain subject to the terms of this subsection 8.3. 9Article 17.

Refusal Rights. On (a) If Landlord intends during the term of this Lease to lease all or before any portion of the date Refusal Space (as hereinafter defined), and if Tenant is not then in material default (beyond any applicable cure periods) under this Lease (for which purpose, without limitation, any event of default under Section 18.1 hereof shall be considered "material"), Landlord shall --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 18 first give written notice of such intention to Tenant, specifying the material terms on which Landlord proposes to lease the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended Refusal Space or portion thereof (the "Exchange ActOffered Space"), if and shall offer to Tenant the Investor desires opportunity to sell all or any part lease the Offered Space on the terms specified in Landlord's notice. Tenant shall have seven (7) business days after the date of Xxxxxx's receipt of such notice from Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Common Stock acquired under this Warrant Offered Space shall be leased to Tenant on the terms set forth in Landlord's notice and on the additional terms and provisions set forth herein (including any securities received except to the extent inconsistent with the terms set forth in respect thereof pursuant to recapitalization and the likeLandlord's said notice), and the parties shall promptly execute an offeror (amendment to this Lease adding the "Offeror") has made an offer therefore, which offer the Investor desires to accept, the Investor shall: (i) obtain in writing a bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Warrant Notice") Offered Space to the Company setting forth the Investor's desire premises covered by this Lease and making any appropriate amendments to sell such shares, which Warrant Notice shall be accompanied by a photocopy provisions of the original executed Bona Fide Offer this Lease to reflect different rent 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 Warrant Notice, the Company shall have an option to purchase any or all of such shares of Common Stock specified in the Warrant Notice, such option to be exercisable by giving, within fifteen (15) days after the receipt of the Warrant Notice, a written counter-notice other obligations applicable to the Investor. If the Company elects to purchase any or all such shares of Common Stock, it shall be obligated to purchase, and the Investor shall be obligated to sell to the Company, such shares at the price and terms indicated in the Bona Fide Offer within forty-five (45) days from the date of receipt by the Company of the Warrant Notice. The Investor may sell, pursuant to Offered Space under the terms of Landlord's said notice. If Xxxxxx does not accept Xxxxxxxx's offer within the Bona Fide Offerallotted time, any or all of such shares not purchased or agreed Landlord shall thereafter have the right to be purchased by lease the Company Offered Space to a third party, at any time during within [...*...] days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions not more favorable to the sixty (60) days immediately following lessee than the expiration of the fifteen (15)-day period during which the Company may give the aforesaid counter-minimum rental and other terms offered to Tenant in said Landlord's notice. If any or all such shares of Common Stock are Xxxxxx does not sold pursuant accept Xxxxxxxx's offer and Landlord does not lease the Offered Space to a Bona Fide Offer third party within the time period permitted above[...*...] days, the unsold shares of Common Stock Xxxxxx's refusal right under this Section 7.1 shall remain subject reattach to the terms of this subsection 8.3. 9that space.