Common use of Company’s Right of First Refusal Clause in Contracts

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a).

Company’s Right of First Refusal. In (a) Except for the event Company’s Repurchase Option set forth in Section 2.2, Founder shall not transfer any Unvested Shares. Founder agrees that the Optionee (if Founder intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) Founder will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Founder and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Founder and Founder intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Vested Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Vested Shares. The board of directors of the Company will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or its assigns may elect will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase all or any portion of the Offered such Vested Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice pursuant to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee)Required Offer. In the event that the Company or does not exercise its assigns do not elect rights as set forth in this Section, Founder will be free to exercise transfer such purchase right, or Vested Shares under the terms and conditions stated in the event Notice; provided, however, that the Company or its assigns do if such transfer does not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, take place within 60 days thereafter, sell following the Offered Shares delivery of the Notice to the proposed transferee and at Company, the same price and on terms of this Section must once again be followed prior to the same terms as specified in transfer of the Optionee’s (or Permitted Transferee’s) noticeVested Shares. Any Vested Shares purchased by such proposed transferee shall no longer that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the terms right of first refusal set forth in this AgreementSection subsequent to any such transfer. Any If at any time a proposed transfer by Founder applies to less than all of the Vested Shares not sold of Founder, the right of first refusal granted in this Agreement to the proposed transferee shall Company will remain subject in full force and effect as to this Agreementthe remainder of such Vested Shares, regardless of whether it is exercised with respect to such initial portion. Notwithstanding Founder may not pledge or otherwise encumber any of the foregoing, Vested Shares without the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)written consent of the Company.

Company’s Right of First Refusal. In (a) The Stock acquired pursuant to the event that exercise of this Option may be sold by the Optionee (or any Permitted Transferee holding Issued Shares subject to Grantee only in compliance with the provisions of this Section 8(c)6. Prior to any intended sale, the Grantee shall first give written notice (the “Offer Notice”) desires to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer all or any part such Stock, (ii) the name and address of the Issued Sharesproposed purchaser(s), the Optionee (or Permitted Transfereeiii) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which shares of Stock the Optionee (or Permitted Transferee) Grantee proposes to sell (the “Offered Shares”), (iv) the price for which he or she proposes to sell the Offered Shares, and the (v) all other material terms at which the proposed sale is to be made and the name and address conditions of the proposed transfereesale. At any time within 30 Within thirty (30) days after the receipt of such notice by the CompanyOffer Notice, the Company or its assigns nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified conditions set forth in the notice. The Company or its assigns shall exercise this right Offer Notice by mailing or delivering delivery of written notice (the “Acceptance Notice”) to the Optionee (or Permitted Transferee) within Grantee specifying the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company number of the initial notice from the Optionee (or Permitted Transferee). In the event Offered Shares that the Company or its assigns nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Grantee, the Company and/or its nominee(s) shall deliver to the Grantee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 6, against delivery by the Grantee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to exercise such purchase right, or in all of the event that the Company or its assigns do not pay the full purchase price within such 45-day periodOffered Shares, the Optionee (or Permitted Transferee) may, within 60 days thereafter, Grantee shall be entitled to sell the balance of the Offered Shares to the proposed transferee and purchaser(s) named in the Offer Notice at the same price specified in the Offer Notice or at a higher price and on the same terms as specified and conditions set forth in the Optionee’s Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (or Permitted Transferee’s60) noticedays from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 6. Any transferee of the Offered Shares purchased by such proposed transferee pursuant to this Section 6 shall no longer be hold the Offered Shares subject to the terms and conditions of this AgreementOption Agreement and no further transfer of the Offered Shares may be made without complying with the provisions of this Section 6. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions The Company may assign its rights under this Section 8(c) shall terminate in accordance with Section 12(a)6 without the consent of the Grantee.

Company’s Right of First Refusal. Except as expressly provided in this Agreement, no Optionee or any Permitted Transferee may sell or otherwise transfer all or any part of the Issued Shares prior to the termination of the Optionee’s employment. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) at any time after but not prior to termination of the Optionee’s employment desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion all, but not less than all, of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), such election shall constitute a valid, binding and enforceable agreement for the sale and purchase of the Offered Shares, and the closing for such purchase shall, in any event, take place within 45 60 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 4560-day period, the Optionee (or Permitted Transferee) may, within 60 90 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a14(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s 's (or Permitted Transferee’s's) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “"Offered Shares”"), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s 's (or Permitted Transferee’s's) notice. Any Shares purchased by such proposed transferee shall no longer be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 8, 9, 10, 11 and 12 below to the same extent as if the Optionee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a13(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a13(a).

Company’s Right of First Refusal. In (a) If, at any time, Optionee has exercised the event Option and purchased Shares (the “Option Shares”), Optionee agrees that the if Optionee (thereafter intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Option Shares, the Optionee (or Permitted Transferee) will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Optionee and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Optionee and Optionee intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Option Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Option Shares. The Board will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or its assigns may elect will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase all or any portion of the Offered such Option Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice pursuant to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee)Required Offer. In the event that the Company or does not exercise its assigns do not elect rights as set forth in this Section, Optionee will be free to exercise transfer such purchase right, or Option Shares under the terms and conditions stated in the event Notice; provided, however, that the Company or its assigns do if such transfer does not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, take place within 60 days thereafter, sell following the Offered Shares delivery of the Notice to the proposed transferee and at Company, the same price and on terms of this Section must once again be followed prior to the same terms as specified in transfer of the Optionee’s (or Permitted Transferee’s) noticeOption Shares. Any Option Shares purchased by such proposed transferee shall no longer that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the terms right of first refusal set forth in this AgreementSection subsequent to any such transfer. Any If at any time a proposed transfer by Optionee applies to less than all of the Option Shares not sold of Optionee, the right of first refusal in this Agreement granted to the proposed transferee shall Company will remain subject in full force and effect as to this Agreementthe remainder of such Option Shares, regardless of whether it is exercised with respect to such initial portion. Notwithstanding Optionee may not pledge or otherwise encumber any of the foregoing, Option Shares without the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)written consent of the Company.

Company’s Right of First Refusal. In the event that the Optionee If FRANCHISEE (or its owners) shall at any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires time determine to sell an interest in this Agreement, an ownership interest in FRANCHISEE or otherwise transfer all the STORE, FRANCHISEE (or any part its owners) shall obtain a bona fide, executed written offer and an exxxxxx money deposit (in the amount of two percent (2%) or more of the Issued Sharesoffering price) from a responsible and fully disclosed purchaser (including lists of the owners of record and beneficially of any corporate offeror and all general and limited partners of any partnership offeror and, in the Optionee case of a publicly held corporation or limited partnership, copies of the most current annual and quarterly reports) and shall immediately submit to COMPANY a true and complete copy of such offer, which shall include details of the payment terms of the proposed sale and the sources and terms of any financing for the proposed purchase price. The offer must apply only to an interest in this Agreement, FRANCHISEE or the STORE and may not include an offer to purchase any other property or rights of FRANCHISEE (or Permitted Transferee) first shall give written notice its owners). However, if the offeror proposes to the Company of the Optionee’s buy any other property or rights from FRANCHISEE (or Permitted Transferee’sits owners) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”)under a separate, contemporaneous offer, the price and terms of purchase offered to FRANCHISEE (or its owners) for the terms at which interest in this Agreement, FRANCHISEE or the proposed sale is STORE shall reflect the bona fide price offered therefor and shall not reflect any value for any other property or rights. COMPANY shall have the right, exercisable by written notice delivered to be made and FRANCHISEE or its owners within thirty (30) days from the name and address date of the proposed transferee. At any time within 30 days after the receipt delivery of an exact copy of such notice by the Companyoffer to COMPANY, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at such interest for the price and on the terms offered and conditions contained in such offer, provided that COMPANY may substitute cash for any form of payment proposed in such offer, COMPANY's credit shall be deemed equal to the credit of any proposed purchaser and COMPANY shall have not less than ninety (90) days to prepare for closing. COMPANY shall be entitled to purchase such interest subject to all customary representations and warranties given by the proposed transferee seller of the assets of a business or voting stock of an incorporated business, as applicable, including, without limitation, representations and specified warranties as to ownership, condition of and title to stock and/or assets, liens and encumbrances relating to the stock and/or assets, validity of contracts and liabilities of the corporation whose stock is purchased and affecting the assets, contingent or otherwise. If COMPANY does not exercise its right of first refusal, FRANCHISEE or its owners may complete the sale to such purchaser pursuant to and on the exact terms of such offer, subject to COMPANY's approval of the transfer as provided in Paragraphs B and C of this Section, provided that if the sale to such purchaser is not completed within One Hundred Twenty (120) days after delivery of such offer to COMPANY, or if there is a material change in the notice. The Company or its assigns terms of the sale, COMPANY's right of first refusal shall exercise this right by mailing or delivering written notice to the Optionee be extended for thirty (or Permitted Transferee30) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by expiration of such One Hundred Twenty (120) day period or after the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and material change on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)offer as modified.

Company’s Right of First Refusal. In The Company shall have an option for a period of fifteen (15) days from the event that date the Optionee (or any Permitted Transferee holding Issued Shares subject Transfer Notice is given to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the same price and on subject to the same material terms offered by the proposed transferee and specified conditions as described in the noticeTransfer Notice (or terms and conditions as similar as reasonably possible). The Company may exercise such purchase option and, thereby, purchase all (or its assigns shall exercise this right any portion of) the Offered Shares by mailing or delivering written notice notifying the Transferring Founder in writing before expiration of such fifteen (15) day period as to the Optionee (or Permitted Transferee) within the foregoing 30-day periodnumber of such shares that it wishes to purchase. If the Company gives the Transferring Founder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or its assigns elect to exercise its purchase rights under this Section 8(c)wire transfer, the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company against delivery of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to be purchased at a place agreed upon between the proposed transferee parties and at the same price and on time of the same terms as specified scheduled closing therefor, which shall be no later than the later of (i) thirty (30) days after the date the Transfer Notice is given or (ii) the date contemplated in the Optionee’s Transfer Notice for the closing with the prospective third party transferee(s). If the Company fails to purchase all of the Offered Shares by exercising the option granted in this Section 2(a)(i) within the period provided, the Company shall so notify each Investor (or Permitted Transferee’sthe “Additional Transfer Notice”) notice. Any and the Offered Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold options granted to the proposed transferee shall remain subject Investors pursuant to this Agreement. Notwithstanding The Additional Transfer Notice shall include all of the foregoing, information and certifications required in a Transfer Notice and shall additionally identify the restrictions under this Section 8(cOffered Shares that the Company has declined to purchase (the “Remaining Shares”) shall terminate in accordance and briefly describe the Investors’ rights of first refusal and co-sale rights with Section 12(a)respect to the proposed Transfer.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 8, 9, 10, 11 and 12 below to the same extent as if the Optionee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a13(a).

Company’s Right of First Refusal. In the event that that, on or -------------------------------- prior to the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part fifth anniversary of the Issued SharesClosing Date, the Optionee (or Permitted Transfereei) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale a Management Investor is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice no longer employed by the Company, ; (ii) the Company or its assigns designee has declined to exercise the Purchase Option with respect to any of such Management Investor's Common Stock; and (iii) the Management Investor thereafter proposes to sell any or all of such Common Stock to a third party in a bona fide transaction, the Management Investor may elect not Transfer such Common Stock without first offering to sell such Common Stock to the Company pursuant to this Section 6.3(b). The Management Investor shall deliver a written notice (a "Sale Notice") to the Company describing in reasonable detail the Securities being offered, the name of the offeree, the purchase price requested and all other material terms of the proposed Transfer. Upon receipt of the Sale Notice, the Company, or a designee selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all or any portion of the Offered Shares Securities being offered at the price and on the terms offered by of the proposed transferee and specified Transfer set forth in the noticeSale Notice. The Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor whether or its assigns shall exercise this right by mailing not it wishes to purchase any or delivering written notice to all of the Optionee (or Permitted Transferee) within the foregoing 30-day periodoffered Securities. If the Company or its assigns elect elects to exercise its purchase rights under this Section 8(c)any of the offered Securities, the closing for of the purchase and sale of such purchase shall, in any event, take Securities shall be held at the place within 45 days after and on the receipt date established by the Company of in its notice to the initial notice Management Investor in response to the Sale Notice, which in no event shall be less than 10 or more than 60 days from the Optionee (or Permitted Transferee)date of such notice. In the event that the Company or its assigns do does not elect to exercise such purchase right, or in all the event that the Company or its assigns do not pay the full purchase price within such 45-day periodoffered Securities, the Optionee (or Permitted Transferee) Management Investor may, within 60 days thereafter, sell the Offered Shares subject to the proposed transferee and at other provisions of this Agreement, Transfer the same price and on remaining offered Securities to the same terms as offeree specified in the Optionee’s (or Permitted Transferee’sSale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferee(s) noticethereof than specified in the Sale Notice during the 180-day period immediately following the last date on which the Company could have elected to purchase the offered Securities. Any Shares purchased by such proposed transferee shall no longer Securities not transferred within such 180-day period will be subject to the terms provisions of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c6.3(b) shall terminate in accordance with Section 12(a)upon subsequent Transfer.

Company’s Right of First Refusal. In the event that the Optionee Grantee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c4(c)) desires to sell or otherwise transfer all or any part of the Issued SharesShares (other than to a Permitted Transferee), the Optionee Grantee (or Permitted Transferee) first shall give written notice to the Company of the OptioneeGrantee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee Grantee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee Grantee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c4(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee Grantee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee Grantee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the OptioneeGrantee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c4(c) shall terminate in accordance with Section 12(a10(b).

Company’s Right of First Refusal. In If LICENSE OWNER or any of its Owners shall at any time determine to sell an interest in this Agreement, the event that License, the Optionee Store, some or all of the assets of the Store (other than in the ordinary course of business) or an ownership interest in LICENSE OWNER, LICENSE OWNER or its Owner(s) shall obtain a bona fide, arms length, executed purchase agreement (and any ancillary agreements) in complete and definitive form and not subject to any financing contingency or other material, substantive contingency and an earnxxx xxxey deposit (in the amount of ten percent (10%) or more of the purchase price) from a qualified, responsible, bona fide and fully disclosed purchaser. A true and complete copy of such purchase agreement (conditioned on COMPANY's right of first refusal) and any proposed ancillary agreements shall 61 184 immediately be submitted to COMPANY by LICENSE OWNER, such Owner(s) or both. The purchase agreement must apply only to an interest which is permitted to be transferred under this Agreement and may not include the purchase of any other property or rights of LICENSE OWNER (or any Permitted Transferee holding Issued Shares subject to this Section 8(csuch Owner(s)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), and the price and terms of purchase offered to LICENSE OWNER (or such Owner(s)) in the terms at which purchase agreement for the aforementioned interests shall reflect the bona fide price offered therefor and shall not reflect any value for any other property or rights. If the purchaser proposes to buy any other property or rights from LICENSE OWNER (or such Owner(s)) under a separate, contemporaneous purchase agreement, LICENSE OWNER shall submit a true and complete copy of a bona fide, arms length executed purchase agreement (and any proposed sale is ancillary agreements) in complete and definitive form and not subject to be made and any financing or other material, substantive contingency. COMPANY shall have the name and address right, exercisable by written notice delivered to LICENSE OWNER or such Owner(s) within thirty (30) days from the date of the proposed transferee. At any time within 30 days after the receipt by COMPANY of an exact copy of such notice by the Companypurchase agreement, the Company or its assigns may elect together with payment of any applicable transfer fee and a completed and executed application for COMPANY's consent to purchase all or any portion of the Offered Shares at transfer such interest for the price and on the terms offered and conditions contained in such purchase agreement, provided that COMPANY may substitute cash, a cash equivalent, or marketable securities of equivalent value for any form of payment proposed in such purchase agreement, COMPANY's credit shall be deemed equal to the credit of any proposed purchaser, and COMPANY shall have not less than sixty (60) days to prepare for closing. Regardless of whether included in the purchase agreement, COMPANY shall be entitled to all customary representations and warranties given by the proposed transferee seller of a business, including, without limitation, representations and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice warranties as to: (1) ownership, condition and title to the Optionee Ownership Interests and/or assets being purchased; (2) liens and encumbrances relating to such Ownership Interests and/or assets; and (3) validity of contracts and liabilities, contingent or Permitted Transferee) within the foregoing 30-day periodotherwise, of any legal entity whose Ownership Interests are purchased. If the Company or its assigns elect to COMPANY does not exercise its purchase rights under this Section 8(c)right of first refusal, LICENSE OWNER or such Owner(s) may complete the closing for sale to such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect purchaser pursuant to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same exact terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by of such proposed transferee shall no longer be purchase agreement, subject to COMPANY's approval of the transfer, as provided for in this Agreement, provided that if the sale to such purchaser is not completed within one hundred twenty (120) days after receipt of such purchase agreement by COMPANY, or if there is a change in the terms of this Agreement. Any Shares not sold to the proposed transferee sale, COMPANY shall remain subject to this Agreement. Notwithstanding have an additional right of first refusal for thirty (30) days as set forth herein on the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)modified or initial terms and conditions of sale.

Company’s Right of First Refusal. In So long as the Company has not consummated a Public Offering, in the event that that, on or prior to the Optionee fifth anniversary of the applicable Closing Date, (i) a Management Investor is no longer employed by the Company and (ii) the Management Investor or his heirs, executors, administrators, transferees, successors or assigns (including the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) thereafter proposes to sell any Permitted Transferee holding Issued Shares subject or all of his or her shares of Incentive Securities to a third party in a bona fide transaction, the Management Investor may not Transfer such shares of Common Stock without first offering to sell such Incentive Securities to the Company pursuant to this Section 8(c3.3(b)) desires . With respect to sell or otherwise transfer all or any part Management Investor’s Incentive Securities, the terms of the Issued Shares, right of first refusal granted in this Section 3.3(b) shall only apply in the Optionee (or Permitted Transferee) first event the Company has declined to exercise its Purchase Option with respect to such Incentive Securities as provided in Section 3.3(a). The Management Investor shall give deliver a written notice (a “Sale Notice”) to the Company describing in reasonable detail the Incentive Securities being offered, the name of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”)offeree, the purchase price requested and the all other material terms at which the proposed sale is to be made and the name and address of the proposed transfereeTransfer. At any time within 30 days after the Upon receipt of such notice by the Sale Notice, the Company, shall have the Company or its assigns may elect right and option to purchase all or any portion of the Offered Shares shares of Incentive Securities being offered at the price and on the terms offered by of the proposed transferee and specified Transfer set forth in the noticeSale Notice. The Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor whether or its assigns shall exercise this right by mailing not it wishes to purchase any or delivering written notice to all of the Optionee (or Permitted Transferee) within the foregoing 30-day periodoffered shares of Incentive Securities. If the Company or its assigns elect elects to exercise its purchase rights under this Section 8(c)any of the offered Incentive Securities, the closing for of the purchase and sale of such purchase shall, in any event, take Incentive Securities shall be held at the place within 45 days after and on the receipt date established by the Company of in its notice to the initial notice Management Investor in response to the Sale Notice, which in no event shall be less than 10 or more than 60 days from the Optionee (or Permitted Transferee)date of such notice. In the event that the Company or its assigns do does not elect to exercise such purchase right, or in all the event that the Company or its assigns do not pay the full purchase price within such 45-day periodoffered shares of Incentive Securities, the Optionee (or Permitted Transferee) Management Investor may, within 60 days thereafter, sell the Offered Shares subject to the proposed transferee and at other provisions of this Agreement, Transfer the same price and on remaining offered Incentive Securities to the same terms as offeree specified in the Optionee’s (or Permitted Transferee’s) noticeSale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferees thereof than specified in the Sale Notice during the 90-day period immediately following the last date on which the Company could have elected to purchase the offered shares of Incentive Securities. Any Shares purchased by such proposed transferee shall no longer shares of Incentive Securities not transferred within such 90-day period will be subject to the terms provisions of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c3.3(b) shall terminate in accordance with Section 12(a)upon subsequent Transfer.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s 's (or Permitted Transferee’s's) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “"Offered Shares”"), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 10 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 3010-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s 's (or Permitted Transferee’s's) notice; provided, that after the expiration of such 60-day period, any proposed transfer must comply with all of the provisions of this Section 8(c). Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate upon the closing of the Company's Initial Public Offering or upon consummation of any Sale Event, in accordance with either case as a result of which shares of the Company (or successor entity) of the same class as the Issued Shares are registered under Section 12(a)12 of the Exchange Act and publicly traded on NASDAQ/NMS or any national securities exchange.

Company’s Right of First Refusal. 6.1. The Company's Right of First Refusal. Other than as permitted in Section 6.2, in the event that Executive (or any Designated Beneficiary) desires to sell or transfer any shares of Common Stock, whether or not pursuant to exercise of the registration rights under Section 2.4(g), in any transaction during the period that commences on the expiration date hereof or other termination date of Executive's employment hereunder and which ends twenty-four (24) months after such termination date or expiration date, Executive (or any of his Designated Beneficiaries, as the case may be) shall first deliver a notice in writing (the "Notice") to the Company which shall specify (i) the number of shares of Common Stock which the Executive or such Designated Beneficiary desires to sell or transfer, the name(s) of the proposed purchasers or transferees (except in the case of a request for registration pursuant to Section 2.4(g)), (ii) the price per share (the "Transfer Price") at which the Executive or such Designated Beneficiary proposes to sell or transfer the shares to a third party pursuant to a bona fide offer, (iii) whether such price represents a control premium price ("Control Premium Price") and (iv) the other material terms upon which such sale or transfer is proposed to be made. The Company shall have the right to purchase all (but not less than all) of such shares at the fair market value thereof (determined as provided in Section 4.3(k) hereof) on the date of Executive's (or the Designated Beneficiary's) Notice hereunder; provided, however, that if the Transfer Price represents a Control Premium Price, the Company shall, if it wishes to exercise its right of first refusal hereunder, have the right to purchase the shares at the Control Premium Price. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject shares are to this be sold in a registered offering pursuant to a demand for registration under Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”2.4(g), the price and Company's right of first refusal may be exercised at any time prior to the terms at effective date of the registration statement under which the proposed sale is shares are to be made and registered. Unless the name and address Notice is given in conjunction with the exercise of registration rights hereunder, the Company shall, by written notice given by the Company to Executive or Designated Beneficiary within ten (10) business days after receipt of the proposed transfereeNotice, indicate its intention to purchase the shares specified in the Notice, for cash at the fair market value per share as provided above or at the Control Premium Price, as the case may be. At any time within Within 30 calendar days after the receipt written notice of such notice exercise by the Company, the Company or shall provide the Executive with evidence reasonably satisfactory to Executive of its assigns may elect ability to finance the purchase all or any portion of the Offered Shares at the price shares (by a written commitment letter subject only to customary 21 representations, diligence and on the terms offered by the proposed transferee and specified in the notice. The Company documentation, letter of credit or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day periodotherwise). If the Company or exercises its assigns elect to exercise its purchase rights under this Section 8(c)right of first refusal hereunder, the closing for of the purchase of the Common Stock with respect to which such purchase shall, in any event, right has been exercised will take place within 45 60 calendar days after the receipt by Company gives notice of such exercise, which period of time shall be extended in order to comply with applicable laws and regulations. Upon exercise of the right of first refusal, the Company and the Executive or Designated Beneficiary shall each be legally obligated to consummate the purchase contemplated thereby and the Company shall use its best efforts to secure any approvals required in connection therewith. If the Company does not exercise its right of first refusal hereunder within the initial notice from time specified for such exercise, Executive or Designated Beneficiary shall be free to sell the Optionee (Common Stock at the Transfer Price specified in the Notice on terms no less favorable to Executive or Permitted Transferee)the Designated Beneficiary than the terms specified in the Notice. In the event that Executive or the Company or its assigns do Designated Beneficiary does not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as Common Stock specified in the Optionee’s (Notice within 180 days after the date of the Notice, Executive or Permitted Transferee’s) notice. Any Shares purchased by the Designated Beneficiary shall not thereafter sell such proposed transferee shall no longer be subject Common Stock without first offering the Common Stock to the terms Company pursuant to this Article VI. The Company's right of this Agreement. Any Shares not sold first refusal with respect to the proposed transferee shall remain subject to this Agreement. Notwithstanding Executive's and the foregoing, the restrictions under this Section 8(c) Designated Beneficiaries' shares of Common Stock shall terminate if Executive and his Designated Beneficiaries own beneficially and/or record less than an aggregate 50,000 shares of the Common Stock. In any twelve month period during the term of the Company's right of first refusal, Executive may, without regard to the Company's right of first refusal in accordance this Article VI, sell or transfer up to an aggregate 25,000 shares of Common Stock pursuant to a transaction in compliance with Section 12(a)Rule 144, provided that Executive gives prior or contemporaneous notice to the Company in writing of such sale or disposition.

Company’s Right of First Refusal. 6.1. The Company's Right of First Refusal. Other than as permitted in Section 6.2, in the event that Executive (or any Designated Beneficiary) desires to sell or transfer any shares of Common Stock, whether or not pursuant to exercise of the registration rights under Section 2.4(g), in any transaction during the period that commences on the expiration date hereof or other termination date of Executive's employment hereunder and which ends twenty-four (24) months after such termination date or expiration date, Executive (or any of his Designated Beneficiaries, as the 20 case may be) shall first deliver a notice in writing (the "Notice") to the Company which shall specify (i) the number of shares of Common Stock which the Executive or such Designated Beneficiary desires to sell or transfer, the name(s) of the proposed purchasers or transferees (except in the case of a request for registration pursuant to Section 2.4(g)), (ii) the price per share (the "Transfer Price") at which the Executive or such Designated Beneficiary proposes to sell or transfer the shares to a third party pursuant to a bona fide offer, (iii) whether such price represents a control premium price ("Control Premium Price") and (iv) the other material terms upon which such sale or transfer is proposed to be made. The Company shall have the right to purchase all (but not less than all) of such shares at the fair market value thereof (determined as provided in Section 4.3(k) hereof) on the date of Executive's (or the Designated Beneficiary's) Notice hereunder; provided, however, that if the Transfer Price represents a Control Premium Price, the Company shall, if it wishes to exercise its right of first refusal hereunder, have the right to purchase the shares at the Control Premium Price. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject shares are to this be sold in a registered offering pursuant to a demand for registration under Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”2.4(g), the price and Company's right of first refusal may be exercised at any time prior to the terms at effective date of the registration statement under which the proposed sale is shares are to be made and registered. Unless the name and address Notice is given in conjunction with the exercise of registration rights hereunder, the Company shall, by written notice given by the Company to Executive or Designated Beneficiary within ten (10) business days after receipt of the proposed transfereeNotice, indicate its intention to purchase the shares specified in the Notice, for cash at the fair market value per share as provided above or at the Control Premium Price, as the case may be. At any time within Within 30 calendar days after the receipt written notice of such notice exercise by the Company, the Company or shall provide the Executive with evidence reasonably satisfactory to Executive of its assigns may elect ability to finance the purchase all or any portion of the Offered Shares at the price shares (by a written commitment letter subject only to customary representations, diligence and on the terms offered by the proposed transferee and specified in the notice. The Company documentation, letter of credit or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day periodotherwise). If the Company or exercises its assigns elect to exercise its purchase rights under this Section 8(c)right of first refusal hereunder, the closing for of the purchase of the Common Stock with respect to which such purchase shall, in any event, right has been exercised will take place within 45 60 calendar days after the receipt by Company gives notice of such exercise, which period of time shall be extended in order to comply with applicable laws and regulations. Upon exercise of the right of first refusal, the Company and the Executive or Designated Beneficiary shall each be legally obligated to consummate the purchase contemplated thereby and the Company shall use its best efforts to secure any approvals required in connection therewith. If the Company does not exercise its right of first refusal hereunder within the initial notice from time specified for such exercise, Executive or Designated Beneficiary shall be free to sell the Optionee (Common Stock at the Transfer Price specified in the Notice on terms no less favorable to Executive or Permitted Transferee)the Designated Beneficiary than the terms specified in the Notice. In the event that Executive or the Company or its assigns do Designated Beneficiary does not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as Common Stock specified in the Optionee’s (Notice within 180 days after the date of the Notice, Executive or Permitted Transferee’s) notice. Any Shares purchased by the Designated Beneficiary shall not thereafter sell such proposed transferee shall no longer be subject Common Stock without first offering the Common Stock to the terms Company pursuant to this Article VI. The Company's right of this Agreement. Any Shares not sold first refusal with respect to the proposed transferee shall remain subject to this Agreement. Notwithstanding Executive's and the foregoing, the restrictions under this Section 8(c) Designated Beneficiaries' shares of Common Stock shall terminate if Executive and his Designated Beneficiaries own beneficially and/or record less than an aggregate 50,000 shares of the Common Stock. In any twelve month period during the term of the Company's right of first refusal, Executive may, without regard to the Company's right of first refusal in accordance this Article VI, sell or transfer up to an aggregate 25,000 shares of Common Stock pursuant to a transaction in compliance with Section 12(a).Rule 144, provided that Executive gives prior or contemporaneous notice to the Company in writing of such sale or disposition. 21

Company’s Right of First Refusal. In (a) Except for the event Company’s Repurchase Option set forth in Section 3.2, Founder shall not transfer any Unvested Shares. Founder agrees that the Optionee (if Founder intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) Founder will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Founder and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Founder and Founder intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Vested Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Vested Shares. The board of directors of the Company will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or its assigns may elect will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase all or any portion of the Offered such Vested Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice pursuant to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee)Required Offer. In the event that the Company or does not exercise its assigns do not elect rights as set forth in this Section, Founder will be free to exercise transfer such purchase right, or Vested Shares under the terms and conditions stated in the event Notice; provided, however, that the Company or its assigns do if such transfer does not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, take place within 60 days thereafter, sell following the Offered Shares delivery of the Notice to the proposed transferee and at Company, the same price and on terms of this Section must once again be followed prior to the same terms as specified in transfer of the Optionee’s (or Permitted Transferee’s) noticeVested Shares. Any Vested Shares purchased by such proposed transferee shall no longer that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the terms right of first refusal set forth in this AgreementSection subsequent to any such transfer. Any If at any time a proposed transfer by Founder applies to less than all of the Vested Shares not sold of Founder, the right of first refusal granted in this Agreement to the proposed transferee shall Company will remain subject in full force and effect as to this Agreementthe remainder of such Vested Shares, regardless of whether it is exercised with respect to such initial portion. Notwithstanding Founder may not pledge or otherwise encumber any of the foregoing, Vested Shares without the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)written consent of the Company.

Company’s Right of First Refusal. In the event (a) Grantee agrees that the Optionee (if Grantee intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Restricted Shares, the Optionee (or Permitted Transferee) Grantee will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (a) the name and address of Grantee and the proposed transferee, (b) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Grantee and Grantee intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (c) an offer (the “Required Offer”) to sell such Restricted Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Restricted Shares. The Committee will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within during the 30 days after day period immediately following the receipt delivery of such notice by the Notice to the Company, the Company or its assigns may elect will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase all or any portion of the Offered such Restricted Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice pursuant to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee)Required Offer. In the event that the Company or does not exercise its assigns do not elect rights as set forth in this Section, Grantee will be free to exercise transfer such purchase right, or Restricted Shares under the terms and conditions stated in the event Notice; provided, however, that the Company or its assigns do if such transfer does not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, take place within 60 days thereafter, sell following the Offered Shares delivery of the Notice to the proposed transferee and at Company, the same price and on terms of this Section must once again be followed prior to the same terms as specified in transfer of the Optionee’s (or Permitted Transferee’s) noticeRestricted Shares. Any Restricted Shares purchased by such proposed transferee shall no longer that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the terms right of first refusal set forth in this AgreementSection subsequent to any such transfer. Any If at any time a proposed transfer by Grantee applies to less than all of the Restricted Shares not sold of Grantee, the right of first refusal granted in this Agreement to the proposed transferee shall Company will remain subject in full force and effect as to this Agreementthe remainder of such Restricted Shares, regardless of whether it is exercised with respect to such initial portion. Notwithstanding Grantee may not pledge or otherwise encumber any of the foregoing, Restricted Shares without the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)written consent of the Company.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, Shares the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s 's (or Permitted Transferee’s's) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “"Offered Shares”"), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 10 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 3010-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s 's (or Permitted Transferee’s's) notice; provided, that after the expiration of such 60-day period, any proposed transfer must comply with all of the provisions of this Section 8(c). Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate upon the closing of the Company's Initial Public Offering or upon consummation of any Sale Event, in accordance with either case as a result of which shares of the Company (or successor entity) of the same class as the Issued Shares are registered under Section 12(a)12 of the Exchange Act and publicly traded on NASDAQ/NMS or any national securities exchange.

Company’s Right of First Refusal. In the event that the Optionee (or If you at any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires time determine to sell an interest in this Agreement, the Franchise or otherwise transfer all or any part the Franchised Distributorship, you must obtain a bona fide, executed written offer from a responsible and fully disclosed purchaser (preferably an existing distributor with a current account history with us, in our sole discretion) and immediately submit a true and complete copy of the Issued Sharesoffer (and any proposed "side" or ancillary agreements) to us. The offer must apply only to an interest in this Agreement, the Optionee (Franchise or Permitted Transferee) first shall give written notice to the Company Franchised Distributorship. It may not include the purchase of any other property or rights, but, if the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) offeror proposes to sell (the “Offered Shares”)buy any other property or rights from you under a separate offer, the price and terms of purchase offered to you for the terms at which interest in this Agreement, the proposed sale is Franchise or the Franchised Distributorship must reflect the bona fide price offered for that interest and not reflect any value for any other property or rights. We will have the right, exercisable by written notice delivered to be made and the name and address you within thirty (30) days after we receive both an exact copy of the proposed transferee. At any time within 30 days after the receipt of such notice by the Companyoffer and all other information we request, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at interest for the price and on the terms offered and conditions contained in the offer, provided that we may substitute cash for any form of payment proposed in the offer, our credit will be deemed equal to the credit of any proposed purchaser and we will have not less than sixty (60) days to prepare for closing. We may purchase the interest subject to all customary representations and warranties given by the proposed transferee seller of the assets of a business (including, without limitation, representations and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice warranties as to ownership and condition of and title to assets; liens and encumbrances relating to the Optionee (or Permitted Transferee) within assets; validity of contracts; and liabilities affecting the foregoing 30-day periodassets). If we do not exercise our right of first refusal, you may complete the Company or its assigns elect sale to exercise its purchase rights under the purchaser on the exact terms of the original offer, subject to our approval of the transfer as provided in Paragraphs B and C of this Section 8(c)Section. However, if the closing for such purchase shall, in any event, take place sale to the purchaser is not completed within 45 ninety (90) days after the receipt by the Company delivery of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect offer to exercise such purchase rightus, or if there is a material change in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold the sale (which you agree promptly to communicate to us), we will have an additional right of first refusal for thirty (30) days following either the proposed transferee shall remain subject expiration of the ninety (90) day period or notice to this Agreement. Notwithstanding us of the foregoingmaterial change(s) in the terms of the sale, either on the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)terms originally offered or the modified terms, at our option.

Company’s Right of First Refusal. In (a) Except for the event Company’s Repurchase Option set forth in Section 2.2, Founder shall not transfer any Unvested Shares. Founder agrees that the Optionee (if Founder intends to transfer any or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) Founder will first shall give written notice to the Company notice in writing of the Optionee’s (or Permitted Transferee’s) intention to make such proposed transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered SharesNotice”), the price and the terms at which the proposed sale is to be made and ) will contain (1) the name and address of Founder and the proposed transferee, (2) the terms and conditions of such transfer, including, in the event that any third party offer has been received by Founder and Founder intends to accept such offer, the purchase price, and if such price is to be paid in whole or in part in consideration other than cash, a full and complete description of such non-cash consideration, and (3) an offer (the “Required Offer”) to sell such Vested Shares to the Company at a price per share equal to the proposed consideration for the transfer of such Vested Shares. The board of directors of the Company will determine the fair cash equivalent of any proposed consideration that is other than cash. At any time within 30 days after during the receipt 30-day period immediately following the delivery of such notice by the Notice to the Company, the Company or its assigns may elect will have the exclusive right and option, but not the obligation, to accept the Required Offer and proceed with the purchase all or any portion of the Offered such Vested Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice pursuant to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee)Required Offer. In the event that the Company or docs not exercise its assigns do not elect rights as set forth in this Section, Founder will be free to exercise transfer such purchase right, or Vested Shares under the terms and conditions stated in the event Notice; provided, however, that the Company or its assigns do if such transfer does not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, take place within 60 days thereafter, sell following the Offered Shares delivery of the Notice to the proposed transferee and at Company, the same price and on terms of this Section must once again be followed prior to the same terms as specified in transfer of the Optionee’s (or Permitted Transferee’s) noticeVested Shares. Any Vested Shares purchased by such proposed transferee shall no longer that are transferred pursuant to the preceding provisions of this Section will continue to be subject to the terms right of first refusal set forth in this AgreementSection subsequent to any such transfer. Any If at any time a proposed transfer by Founder applies to less than all of the Vested Shares not sold of Founder, the right of first refusal granted in this Agreement to the proposed transferee shall Company will remain subject in full force and effect as to this Agreementthe remainder of such Vested Shares, regardless of whether it is exercised with respect to such initial portion. Notwithstanding Founder may not pledge or otherwise encumber any of the foregoing, Vested Shares without the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)written consent of the Company.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Covered Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Covered Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Covered Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Offered Shares purchased by such proposed transferee shall no longer again be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)) herein.

Company’s Right of First Refusal. In So long as the event that Stock is not publicly traded, the Optionee (or any Permitted Transferee holding Issued Shares Stock issued upon exercise of the Option shall be subject to this Section 8(c)) desires a right of first refusal pursuant to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first which Grantee shall give be required to provide written notice to the Company of the Optionee’s (or Permitted Transferee’s) Grantee's intention to make such transfer. Such notice shall state the number dispose of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of such Stock. The written notice shall contain information regarding the Offered Shares identity of the proposed purchaser or purchasers (the "Proposed Purchaser(s)"), the number of shares of Stock subject to the proposed transaction, the proposed price and terms of sale and the proposed closing date of such sale. For a period of thirty (30) days after the receipt by the Company of the written notice specified above, the Company shall have a right of first refusal to purchase the Stock subject to the proposed disposition at the price and on the terms offered by the proposed transferee and specified in the noticeProposed Purchaser(s). The Company or must exercise its assigns shall exercise this right to purchase by mailing or delivering giving written notice to the Optionee (or Permitted TransfereeGrantee and to the Proposed Purchaser(s) within thirty (30) days following receipt of the foregoing notice, which notice shall specify the number of shares of Stock the Company intends to purchase. The closing of the purchase and sale pursuant to this Section 5.2 shall be held at the Company's principal office on the date determined by the Company but not more than thirty (30-day period) days following the Company's election to purchase the Stock. At the closing, certificates representing the shares to be sold shall be delivered to the Company, duly endorsed for transfer in blank or with assignments separate from certificates duly endorsed, with all necessary transfer tax stamps, if any, affixed or provided for against delivery of the purchase price. If the Company or its assigns elect to does not exercise its purchase rights under this Section 8(cwithin the time period provided herein with respect to all of the offered Stock, Grantee shall be free for a period of thirty (30) days thereafter to sell such shares to the Proposed Purchaser(s), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms and conditions as specified set forth in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be , subject to all of the terms provisions of this AgreementSection 5.2. Any Shares not sold to If Grantee shall not, within such thirty (30) day period, consummate the proposed transferee shall remain subject to this Agreement. Notwithstanding sale with the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a).Proposed

Company’s Right of First Refusal. In So long as the Company has not consummated a Public Offering, in the event that that, on or prior to the Optionee fifth anniversary of the Closing Date, (i) a Management Investor is no longer employed by the Company and (ii) the Management Investor or his heirs, executors, administrators, transferees, successors or assigns (including the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) thereafter proposes to sell any Permitted Transferee holding Issued Shares subject or all of his or her shares of Incentive Securities to a third party in a bona fide transaction, the Management Investor may not Transfer such shares of Common Stock without first offering to sell such shares of Common Stock to the Company pursuant to this Section 8(c6.3(b)) desires . With respect to sell or otherwise transfer all or any part Management Investor's Incentive Securities, the terms of the Issued Shares, right of first refusal granted in this Section 6.3(b) shall only apply in the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, event the Company or its assigns may elect designee has declined to exercise its Purchase Option with respect to such Incentive Securities as provided in Section 6.3(a). The Management Investor shall deliver a written notice (a "Sale Notice") to the Company describing in reasonable detail the shares of Common Stock being offered, the name of the offeree, the purchase price requested and all other material terms of the proposed Transfer. Upon receipt of the Sale Notice, the Company, or a designee selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all or any portion of the Offered Shares shares of Common Stock being offered at the price and on the terms offered by of the proposed transferee and specified Transfer set forth in the noticeSale Notice. The Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor whether or its assigns shall exercise this right by mailing not it wishes to purchase any or delivering written notice to all of the Optionee (or Permitted Transferee) within the foregoing 30-day periodoffered shares of Common Stock. If the Company or its assigns elect elects to exercise its purchase rights under this Section 8(c)any of the offered shares of Common Stock, the closing for of the purchase and sale of such purchase shall, in any event, take shares of Common Stock shall be held at the place within 45 days after and on the receipt date established by the Company of in its notice to the initial notice Management Investor in response to the Sale Notice, which in no event shall be less than 10 or more than 60 days from the Optionee (or Permitted Transferee)date of such notice. In the event that the Company or its assigns do does not elect to exercise such purchase right, or in all the event that the Company or its assigns do not pay the full purchase price within such 45-day periodoffered shares of Common Stock, the Optionee (or Permitted Transferee) Management Investor may, within 60 days thereafter, sell the Offered Shares subject to the proposed transferee and at other provisions of this Agreement, Transfer the same price and on remaining offered shares of Common Stock to the same terms as offeree specified in the Optionee’s (or Permitted Transferee’s) noticeSale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferees thereof than specified in the Sale Notice during the 180-day period immediately following the last date on which the Company could have elected to purchase the offered shares of Common Stock. Any Shares purchased by such proposed transferee shall no longer shares of Common Stock not transferred within such 180 day period will be subject to the terms provisions of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c6.3(b) shall terminate in accordance with Section 12(a)upon subsequent Transfer.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Vested Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Vested Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Vested Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Vested Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Vested Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a14(a).

Company’s Right of First Refusal. In Except as otherwise specified by the event that Board, so long as the Optionee (or any Permitted Transferee holding Issued Shares Common Stock is not publicly traded, the Common Stock issued pursuant to the exercise of an Option and the grant of Restricted Stock shall be subject to this Section 8(c)) desires a right of first refusal pursuant to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first which a Participant shall give be required to provide written notice to the Company of the Optionee’s (or Permitted Transferee’s) Participant's intention to make such transfer. Such notice shall state the number dispose of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of such Common Stock. The written notice shall contain information regarding the Offered Shares identity of the proposed purchaser or purchasers (the "Proposed Purchaser(s)"), the number of shares of Common Stock subject to the proposed transaction, the proposed price and terms of sale and the proposed closing date of such sale. For a period of thirty (30) days after the receipt by the Company of the written notice specified above, the Company shall have a right of first refusal to purchase the Common Stock subject to the proposed disposition at the price and on the terms offered by the proposed transferee and specified in the noticeProposed Purchaser(s). The Company or must exercise its assigns shall exercise this right to purchase by mailing or delivering giving written notice to the Optionee (or Permitted TransfereeParticipant and to the Proposed Purchaser(s) within thirty (30) days following receipt of the foregoing 30-day periodnotice, which notice shall specify the number of shares of Common Stock the Company intends to purchase. If the Company or its assigns elect to does not exercise its purchase rights under this Section 8(cright within the time period provided herein with respect to all of the offered Common Stock, the Participant shall be free for a period of thirty (30) days thereafter to sell such shares to the Proposed Purchaser(s), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms and conditions as specified set forth in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased If the Participant shall not, within such thirty (30) day, period, consummate the sale with the Proposed Purchaser(s), any subsequent sale by such proposed transferee shall no longer be subject the Participant to the Proposed Purchaser(s) or to any other purchaser on the same or other terms and conditions must comply again with the provisions of this Agreement. Any Shares not sold to Section 11.02 of the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)Plan.

Company’s Right of First Refusal. In If a Management Investor or his -------------------------------- or her Permitted Transferees proposes to sell any or all of such Management Investor's or Permitted Transferee's Securities to a third party in a bona fide transaction, and provided such transaction is permitted under any applicable restrictions set forth in Sections 4.5 and 7.1 herein, the event that Management Investor, or his Permitted Transferees, may not Transfer such Securities without first offering to sell such Securities to the Optionee (or any Permitted Transferee holding Issued Shares subject Company pursuant to this Section 8(c)) desires to sell 7.3. The Management Investor, or otherwise transfer all or any part of the Issued Shareshis Permitted Transferees, the Optionee (or Permitted Transferee) first shall give deliver a written notice (a "Sale Notice") to the Company describing in reasonable detail ----------- the Securities being offered, the name of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”)offeree, the purchase price requested and the all other material terms at which the proposed sale is to be made and the name and address of the proposed transfereeTransfer. At any time within 30 days after the Upon receipt of such notice by the Sale Notice, the Company, or a designee selected by a majority of the Company or its assigns may elect directors appointed by Vectura pursuant to Section 6.2, shall have the right and option to purchase all or any portion of the Offered Shares Securities being offered at the price and on the terms offered by of the proposed transferee and specified Transfer set forth in the noticeSale Notice. The Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor, or its assigns shall exercise this right by mailing his Permitted Transferees, whether or delivering written notice not it wishes to purchase any or all of the Optionee (or Permitted Transferee) within the foregoing 30-day periodoffered Securities. If the Company or its assigns elect elects to exercise its purchase rights under this Section 8(c)any of the offered Securities, the closing for of the purchase and sale of such purchase shall, in any event, take Securities shall be held at the place within 45 days after and on the receipt date established by the Company of in its notice to the initial notice Management Investor, or his Permitted Transferees, in response to the Sale Notice, which in no event shall be less than ten or more than 60 days from the Optionee (or Permitted Transferee)date of such notice. In the event that the Company or its assigns do does not elect to exercise such purchase rightall the offered Securities, the Management Investor, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day periodhis Permitted Transferees, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares subject to the proposed transferee and at other provisions of this Agreement, Transfer the same price and on remaining offered Securities to the same terms as offeree specified in the Optionee’s (or Permitted Transferee’sSale Notice at a price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferee(s) noticethereof than specified in the Sale Notice during the 180-day period immediately following the last date on which the Company could have elected to purchase the offered Securities. Any Shares purchased by such proposed transferee shall no longer Securities not transferred within such 180-day period will be subject to the terms provisions of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a)7.3 upon subsequent Transfer.

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c7(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c7(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 7, 8, 9 and 10 to the same extent as if the Optionee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) 7 shall terminate in accordance with Section 12(a11(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued SharesShares (other than to a Permitted Transferee), the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a13(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s 's (or Permitted Transferee’s's) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”"OFFERED SHARES"), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 thirty (30) days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 forty-five (45) days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 sixty (60) days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s 's (or Permitted Transferee’s's) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s Optionee¢s (or Permitted Transferee’sTransferee¢s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 thirty (30) days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 forty-five (45) days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 sixty (60) days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s Optionee¢s (or Permitted Transferee’sTransferee¢s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a).

Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s) intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall no longer be subject to the terms of this Agreement. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 12(a14(a).