Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. So long as KFI owns at least 5% of the outstanding Common Stock, KFI will be entitled to notice (which shall set forth all material information) and have a right of first negotiation for a period of 10 business days following such notice in the event that the Company proposes to (i) sell equity securities of the Company in, or agree to, a transaction that would result in a person (other than Softbank) owning 20% or more of the Company's fully diluted share capital after the issue, (ii) sell all or substantially all of its assets to a third party, or (iii) merge with a third party if the Company will not be the surviving person and the holders of the Company's outstanding voting securities immediately prior to such merger hold less than a majority of the outstanding voting securities of the surviving entity. In the event that the Company receives an unsolicited offer for a transaction subject to this Section 10 and the Company determines to consider that offer or other similar transactions, the Company shall send KFI the written notice specified above promptly after having made its determination to consider a transaction, and during the negotiation period shall (i) negotiate with KFI in good faith regarding such unsolicited offer or any offer made by KFI with respect to a similar transaction and (ii) shall not negotiate or enter into any agreement with, provide any information to or solicit any offer from any third party other than KFI. In addition, the Company shall be free to accept or reject any offers made by KFI during the negotiation period in the sole discretion of its Board of Directors or a committee thereof. Any KFI representative on the Company's Board of Directors shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunder. In furtherance of the foregoing, the Company shall not be deemed to be in breach of this Section 10 if it subsequently accepts an offer which is equivalent to, or less favorable to the Company and its shareholders than, an offer made by KFI during the negotiation period.

Right of First Negotiation. So long as KFI owns at least 5% To the extent permissible by Laws and subject to the applicable approval requirements with respect to related-party transactions, following the Closing Date, before entering into any negotiation, agreement or arrangement in respect of any transaction in connection with the Strategic Cooperation Business with any third party, including without limitation, any of the outstanding Common StockAutohome Competitors, KFI will be entitled any shareholders of the Company, and any of their respective Affiliate (collectively, the “Third Party”), (x) the Company shall notify the Investor in writing that it, or any other Group Company, may pursue a potential transaction in connection with the Strategic Cooperation Business and it desires to notice enter into good faith negotiation with the Investor regarding such transaction (which such notice, the “Negotiation Notice”). After the Investor’s receipt of the Negotiation Notice, both the Company and the Investor shall set forth all material information) negotiate reasonably and have a right in good faith concerning the terms of first negotiation such transaction for a period of 10 business days forty-five (45) Business Days following such notice the receipt of the Negotiation Notice by the Investor (subject to an automatic extension of additional thirty (30) Business Days in the event that the Parties are then actively negotiating in good faith such transaction) (such period, as extended from time to time, the “Negotiation Period”). If no definitive agreement in respect of such transaction as set forth in the Negotiation Notice is reached between any Group Company proposes and the Investor within the Negotiation Period, the Group Company shall be free to (i) sell equity securities contact any Third Party with respect to the transaction as set forth under the Negotiation Notice. Each of the Company inGroup Companies agrees that it shall not, and it shall not permit any of its Representatives, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or agree to, a approve or authorize any transaction with any Person that would result involve such transaction within the Negotiation Period and it shall not enter into any agreement or arrangement in a person (other than Softbank) owning 20% or more respect of such transaction with any Third Party within the Company's fully diluted share capital after the issue, (ii) sell all or substantially all of its assets to a third party, or (iii) merge with a third party if the Company will not be the surviving person and the holders of the Company's outstanding voting securities immediately prior to such merger hold less than a majority of the outstanding voting securities of the surviving entityNegotiation Period. In the event that the Group Company receives an unsolicited offer for proposes to enter into a definitive agreement for, or close any transaction subject on such terms and conditions, in the aggregate, materially more favorable to this Section 10 and the Third Party than those offered by the Group Company determines to consider that offer or other similar transactionsthe Investor during the Negotiation Period, the Company shall send KFI the written notice specified above promptly after having made its determination to consider a transaction, and during the negotiation period shall (i) negotiate with KFI in good faith regarding such unsolicited offer or any offer made by KFI with respect to a similar transaction and (ii) shall not negotiate or enter into any agreement with, provide any information to or solicit any offer from any third party other than KFI. In addition, the Company shall be free to accept or reject any offers made by KFI during the negotiation period in the sole discretion of its Board of Directors or a committee thereof. Any KFI representative on the Company's Board of Directors shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunder. In furtherance of the foregoing, the Group Company shall not be deemed to be enter into such agreement or close such transaction without following the procedures set out in breach of this Section 10 if 6.2(e)(iii) again to negotiate with the Investor by offering the same terms and conditions that it subsequently accepts an offer which is equivalent to, or less favorable offered to the Company and its shareholders than, an offer made by KFI during the negotiation periodsuch Third Party.

Right of First Negotiation. So long as KFI owns at least 5% To the extent permissible by Laws and subject to the applicable approval requirements with respect to related-party transactions, following the First Closing Date, before entering into any negotiation, agreement or arrangement in respect of any transaction in connection with the Strategic Cooperation Business with any third party, including without limitation, any of the outstanding Common StockAutohome Competitors, KFI will be entitled any shareholders of the Company, and any of their respective Affiliate (collectively, the “Third Party”), (x) the Company shall notify the Investor in writing that it, or any other Group Company, may pursue a potential transaction in connection with the Strategic Cooperation Business and it desires to notice enter into good faith negotiation with the Investor regarding such transaction (which such notice, the “Negotiation Notice”). After the Investor’s receipt of the Negotiation Notice, both the Company and the Investor shall set forth all material information) negotiate reasonably and have a right in good faith concerning the terms of first negotiation such transaction for a period of 10 business days forty-five (45) Business Days following such notice the receipt of the Negotiation Notice by the Investor (subject to an automatic extension of additional thirty (30) Business Days in the event that the Parties are then actively negotiating in good faith such transaction) (such period, as extended from time to time, the “Negotiation Period”). If no definitive agreement in respect of such transaction as set forth in the Negotiation Notice is reached between any Group Company proposes and the Investor within the Negotiation Period, the Group Company shall be free to (i) sell equity securities contact any Third Party with respect to the transaction as set forth under the Negotiation Notice. Each of the Company inGroup Companies agrees that it shall not, and it shall not permit any of its Representatives, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or agree to, a approve or authorize any transaction with any Person that would result involve such transaction within the Negotiation Period and it shall not enter into any agreement or arrangement in a person (other than Softbank) owning 20% or more respect of such transaction with any Third Party within the Company's fully diluted share capital after the issue, (ii) sell all or substantially all of its assets to a third party, or (iii) merge with a third party if the Company will not be the surviving person and the holders of the Company's outstanding voting securities immediately prior to such merger hold less than a majority of the outstanding voting securities of the surviving entityNegotiation Period. In the event that the Group Company receives an unsolicited offer for proposes to enter into a definitive agreement for, or close any transaction subject on such terms and conditions, in the aggregate, materially more favorable to this Section 10 and the Third Party than those offered by the Group Company determines to consider that offer or other similar transactionsthe Investor during the Negotiation Period, the Company shall send KFI the written notice specified above promptly after having made its determination to consider a transaction, and during the negotiation period shall (i) negotiate with KFI in good faith regarding such unsolicited offer or any offer made by KFI with respect to a similar transaction and (ii) shall not negotiate or enter into any agreement with, provide any information to or solicit any offer from any third party other than KFI. In addition, the Company shall be free to accept or reject any offers made by KFI during the negotiation period in the sole discretion of its Board of Directors or a committee thereof. Any KFI representative on the Company's Board of Directors shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunder. In furtherance of the foregoing, the Group Company shall not be deemed to be enter into such agreement or close such transaction without following the procedures set out in breach of this Section 10 if 6.2(e)(iii) again to negotiate with the Investor by offering the same terms and conditions that it subsequently accepts an offer which is equivalent to, or less favorable offered to the Company and its shareholders than, an offer made by KFI during the negotiation periodsuch Third Party.

Right of First Negotiation. So long as KFI owns at least During the five (5% ) year period commencing with the date of the outstanding Common Stockthis agreement, KFI will be entitled Newco shall not grant any rights in or to notice (which shall set forth all material information) and have a right of first negotiation for a period of 10 business days following such notice in the event that the Company proposes any PE Aggregate Licensed Technology to (i) sell equity securities of the Company in, or agree to, a transaction that would result in a person (other than Softbank) owning 20% or more of the Company's fully diluted share capital after the issue, (ii) sell all or substantially all of its assets to a any third party, or (iii) merge with a third party if the Company will not be the surviving person and the holders of the Company's outstanding voting securities immediately prior to such merger hold less than a majority of the outstanding voting securities of the surviving entity. In the event that the Company receives an unsolicited offer for a transaction subject to this Section 10 and the Company determines to consider that offer or other similar transactions, the Company shall send KFI the written notice specified above promptly after having made its determination to consider a transaction, and during the negotiation period shall (i) negotiate with KFI in good faith regarding such unsolicited offer or any offer made by KFI with respect to a similar transaction and (ii) shall not negotiate or enter into any agreement with, provide any information to or solicit any offer from arrangement with any third party for the manufacture, use, sale or other than KFIdistribution of any product that incorporates or uses, or was manufactured using, any PE Aggregate Licensed Technology or the manufacture, use or sale of which would constitute, but for the license granted to Newco pursuant to this Agreement, an infringement of a claim of Patent Rights or "Patent Rights" as defined in the Quantech License Agreement, or make a proposal or enter into a letter or intent setting forth possible terms or conditions as to any such grant, agreement or arrangement, without first notifying PE in writing of the proposed grant, agreement or arrangement (a "Proposed Agreement Notice") and, if PE notifies Newco in writing within forty five (45) days of its receipt of such notice from Newco that it desires to negotiate with Newco regarding the grant of such rights or entering into such an agreement or arrangement, entering into negotiations with PE with respect to the grant of such rights to or the entering into such an arrangement or agreement with PE. In additionEach Proposed Agreement Notice will describe the proposed grant, agreement or arrangement in reasonable detail. Newco agrees that it will not grant any rights described in a Proposed Agreement Notice to any third party, or enter into any agreement or other arrangement described in such notice, with a third party except during the 180 day period commencing 60 days after the receipt by PE of such notice and ending 240 days after the date of such receipt (a "Third Party Agreement Period"). If the grant of rights is not made, or such agreement or arrangement not entered into, within said 180 day period, the Company rights contained herein shall be free reinstated as to accept all future grants of rights, agreements or reject arrangements covering any offers made by KFI during of the negotiation period prospective grants, agreements or arrangements described in the sole discretion of its Board of Directors or a committee thereofProposed Agreement Notice. Any KFI representative on the Company's Board of Directors Nothing herein contained shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunder. In furtherance of the foregoing, the Company shall not be deemed to be in breach prevent Newco from discussing possible terms of this Section 10 if it subsequently accepts an offer which is equivalent toany such proposed grant of rights, agreement or less favorable to the Company and its shareholders thanarrangement with a third party, an offer made by KFI provided that Newco does not make a proposal, enter into a letter of intent or execute a binding agreement with respect thereto except during the negotiation periodThird Party Agreement Period applicable thereto. As used herein the term "third party" includes, without limitation, any direct or indirect parent company, direct or indirect subsidiary or any affiliate of Newco, except solely PE.

Right of First Negotiation. So long as KFI owns at least 5% of the outstanding Common Stock, KFI will be entitled to notice (which shall set forth all material information) and have a right of first negotiation for a period of 10 business days following such notice in the event that Determination by the Company proposes to (i) sell equity securities of the Company in, or agree to, Enter into a transaction that would result in a person (other than Softbank) owning 20% or more of the Company's fully diluted share capital after the issue, (ii) sell all or substantially all of its assets to a third party, or (iii) merge with a third party if the Company will not be the surviving person and the holders of the Company's outstanding voting securities immediately prior to such merger hold less than a majority of the outstanding voting securities of the surviving entitySale Transaction. In the event that the Company receives an unsolicited offer for determines that it desires to enter into any Sale Transaction (either in the Company's sole determination or as a transaction subject to this Section 10 and result of the Company determines being approached by any Person that desires to consider enter into a Sale Transaction with the Company which the Company wishes to entertain), the Company shall, prior to entering into any substantive negotiations with respect to any Sale Transaction with any Person, give CPK written notice of its desire to enter into a Sale Transaction and, if within fifteen (15) days after receipt of such notice, CPK states in writing that offer or other similar transactionsCPK is interested therein, the Company shall send KFI attempt in good faith to negotiate the written notice specified above promptly after having made terms of such Sale Transaction with CPK on mutually satisfactory terms. If the Company determines, in its determination reasonable discretion, that it will not be able to consider reach or is unlikely to be able to reach a transactionsatisfactory agreement with CPK with respect to the terms of such Sale Transaction, the Company shall so notify CPK in writing, and the Company shall then be free to locate, negotiate with, and reach agreement with any other Person with respect to such Sale Transaction. Notwithstanding the foregoing Section 2.1(a), if during the negotiation period shall course of its negotiations with CPK, CPK delivers a CPK Written Offer to the Company, the Company may only enter into a Sale Transaction with any other Person if (i) negotiate the Cash Equivalent (as determined in the manner described in Section 2.1(e)) of the consideration that the Company would receive from such other Person as consideration for the closing of such Sale Transaction as of the date of the CPK Written Offer exceeds 110% of the CPK Cash Equivalent, or (ii) the Company complies with KFI the procedures set forth in good faith regarding Section 2.1(c). After the delivery of a CPK Written Offer to the Company, the Company may only enter into a Sale Transaction with a Person other than CPK in which the Cash Equivalent (as determined in the manner described in Section 2.1(e)) of the consideration that the Company would receive from such unsolicited Person as consideration for the closing of such Sale Transaction does not exceed 110% of the CPK Cash Equivalent if (i) the Company delivers to CPK a written notice stating that the Company has received an offer or any offer made by KFI with respect from another Person to enter into a similar transaction Sale Transaction (the "Third Party Written Notice"), which Third Party Written Notice sets forth (A) the form and amount of consideration to be paid as consideration for the closing of such Sale Transaction, and (B) the Cash Equivalent (as determined in the manner described in Section 2.1(e)) as of the date of such Third Party Written Notice, and (ii) shall not negotiate or CPK does not, within fifteen (15) days after such Third Party Written Notice is deemed delivered to CPK by the Company, deliver a written notice (the "Second CPK Written Offer") to the Company stating that CPK wishes to enter into a Sale Transaction with the Company in which the consideration received by the Company as consideration for the closing of such Sale Transaction (Y) is in the form of cash, Freely Tradable Stock or Eligible Unregistered Stock, or any agreement withof them (unless the consideration offered by such other Person is solely in the form of cash, provide any information in which case such consideration must be in the form of cash or Freely Tradable Stock, or both), and (Z) has a Cash Equivalent as of the date of such Third Party Written Notice that equals or exceeds the Cash Equivalent of the consideration set forth in such Third Party Written Notice. If CPK timely delivers such Second CPK Written Offer to or solicit any offer from any third party other than KFI. In additionthe Company, the Company and CPK shall be free enter into good faith negotiations to accept or reject any offers made by KFI during the negotiation period in the sole discretion of its Board of Directors or a committee thereof. Any KFI representative on the Company's Board of Directors shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunderclose such Sale Transaction. In furtherance the event that the consideration that the Company would receive from such other Person as consideration for the closing of the foregoingsuch Sale Transaction is or includes Other Non- Cash Consideration, the Company Third Party Written Notice shall not be deemed to be have been delivered until the Cash Equivalent value of such Other Non-Cash Consideration has been determined as provided in breach Section 2.1(e). If, as of the day immediately preceding the closing date of a Sale Transaction between CPK and the Company pursuant to a CPK Written Offer or a Second CPK Written Offer, the value of the Cash Equivalent of the consideration offered by CPK in the CPK Written Offer or Second CPK Written Offer (as applicable) is greater than 110% of the Cash Equivalent of such consideration as of the date of the CPK Written Offer or Second CPK Written Offer (as applicable) (the "Initial Sale Value"), CPK, in its sole discretion, shall have the right to terminate the Sale Transaction unless the Company agrees to accept consideration of the same type offered by CPK in the CPK Written Offer or Second CPK Written Offer (as applicable) which, on the closing date of the Sale Transaction, has a Cash Equivalent equal to 110% of the Initial Sale Value. If, as of the day immediately preceding the closing date of a Sale Transaction between CPK and the Company pursuant to a CPK Written Offer or a Second CPK Written Offer, the value of the Cash Equivalent of the consideration offered by CPK in the CPK Written Offer or Second CPK Written Offer (as applicable) is less than 90% of the Initial Sale Value, the Company, in its sole discretion, shall have the right to terminate the Sale Transaction unless CPK agrees to pay consideration of the same type offered by CPK in the CPK Written Offer or Second CPK Written Offer (as applicable) which, on the closing date of the Sale Transaction, has a Cash Equivalent equal to 90% of the Initial Sale Value. Following any termination pursuant to this Section 2.1(d), the Company shall have the right to consummate a Sale Transaction with any other Person so long as the consideration received by the Company in such transaction has a Cash Equivalent which is equal to or greater than the Initial Sale Value. For purposes of this Section 10 2.1, if it subsequently accepts an offer which is equivalent to, or less favorable a Person other than CPK offers to enter into a Sale Transaction with the Company and its shareholders thanany portion of the consideration that the Company would receive from such other Person as consideration for the closing of such Sale Transaction is in the form of Other Non-Cash Consideration, an offer made the Cash Equivalent of such Other Non-Cash Consideration shall be determined by KFI during the negotiation periodappraisal mechanism set forth in the second paragraph of Section 3.4(d) as if CPK was the Selling Shareholder). Notwithstanding anything to the contrary, the provisions of this Section 2.1 shall no longer be applicable, and CPK shall have no rights pursuant to this Section 2.1, beginning on the first date that CPK does not hold at least fifteen percent (15%) of the Then Outstanding Shares.

Right of First Negotiation. So long as KFI owns at least (a) During the five (5% ) years following the closing of the outstanding Common Stocksale of the Series A Preferred Stock to the Investor, KFI will be entitled to notice (which unless the Alliance Agreement shall set forth all material information) and have a right of first negotiation for a period of 10 business days following such notice in the event that been terminated by the Company proposes to (and no other party) in accordance with its terms, if the Company or the Board of Directors of the Company (i) sell equity securities receives a bona fide offer or proposal in writing from a Specified Company for the acquisition of the Company inor the Consulting Business by means of (A) a merger, consolidation or other business combination pursuant to which the stockholders of the Company immediately prior to the effective date of such transaction have beneficial ownership of less than fifty percent (50%) of the total combined voting power for election of directors of the surviving or continuing entity immediately following such transaction, or agree to, a transaction that would result in a person (other than SoftbankB) owning 20% or more the sale of the Company's fully diluted share capital after the issue, (ii) sell all or substantially all of its the assets to a third partyof the Company, or (iiiii) merge with votes to initiate (x) a third party if sale to any Specified Company of securities representing twenty-five percent (25%) or more of the Company will not be total voting power of all securities of the surviving person and the holders Company, or (y) a sale of all or substantially all of the Company's outstanding voting securities immediately assets to a Specified Company or (z) any other transaction or series of transactions in which control (as defined for purposes of the definition of Affiliate in the Series A Agreement) of the Company is effectively transferred, directly or indirectly, to a Specified Company (each, an "Acquisition Proposal"), then prior to accepting or engaging in discussions with the person making the Acquisition Proposal or its representatives regarding such merger hold less than a majority Acquisition Proposal, the Company shall provide to the Investor written notice within forty-eight (48) hours (the "Notice") of the outstanding voting securities receipt of such Acquisition Proposal of the surviving entityidentity of the party making the Acquisition Proposal and the proposed terms of such Acquisition Proposal. The Acquisition Proposal may be subject to customary conditions, such as the negotiation of a definitive agreement. (b) If the Board of Directors of the Company determines in its good faith judgment that the Company should pursue negotiations with the Specified Company regarding its Acquisition Proposal, then before entering into such negotiations, the Investor shall have a period of twenty (20) business days following its receipt of the Notice ("Negotiation Period") in which to present to the Company a counter-offer (a "Counter-Offer"). During such twenty (20) business day period, the Investor, at its sole option, shall have the opportunity in such Counter Offer either to match such Acquisition Proposal or to provide its own acquisition offer for consideration by the Company's Board of Directors. In any event, during such twenty (20) business day period the Investor shall have the exclusive right, as between the Investor and any Specified Company, to engage in negotiations with the Company with respect to such Counter Offer, unless otherwise required for the Company to meets its fiduciary duties under applicable law. In the event that the Company receives an unsolicited offer for a transaction subject to this Section 10 and the Company Board of Directors determines to consider that offer or other similar transactions, the Company shall send KFI the written notice specified above promptly after having made in its determination to consider a transaction, and during the negotiation period shall (i) negotiate with KFI in reasonable good faith regarding judgment that a Counter-Offer from the Investor is financially equal or superior to such unsolicited offer or any offer made by KFI with respect to a similar transaction and (ii) shall not negotiate or enter into any agreement with, provide any information to or solicit any offer from any third party other than KFI. In additionAcquisition Proposal, the Company shall be free to accept or reject any offers made by KFI during the negotiation period entitled in the its sole discretion of its Board of Directors or to determine whether to pursue a committee thereof. Any KFI representative on definitive agreement with respect to the Company's Board of Directors shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunder. In furtherance of the foregoingCounter-Offer, but the Company shall not enter into a definitive agreement with respect to the Acquisition Proposal with the Specified Company rather than the Counter-Offer so long as the Board of Directors determines in its reasonable good faith judgment that the Counter-Offer is financially equal or superior to the Acquisition Proposal. If the Investor does not deliver a Counter-Offer within the twenty (20) business day period prescribed above in this Section 2.5(b), then the Company shall be free, subject in any event to the other provisions of this Section 2.5, for a period of ninety (90) calendar days following the expiration of the Negotiation Period, to negotiate and to accept the Acquisition Proposal on the terms and conditions set forth in the Notice or on such other terms and conditions no more favorable in any material respect to the Specified Company than those specified in the Notice. Any proposed acquisition of the Company or sale of its assets pursuant to an Acquisition Proposal after the end of such 90-day period or any change in the terms of such Acquisition Proposal that is more favorable in any material respect to the Specified Company shall require a new Notice, and shall give rise anew to the rights of the Investor provided in this Section 2.5. If the terms of any Acquisition Proposal include stock or other securities ("Stock") as consideration, the Investor shall be deemed to be in breach have matched the terms of this Section 10 such Acquisition Proposal, and, all other terms being materially equivalent taken as a whole, thereby deemed as having proposed an offer more favorable than the Acquisition Proposal, if it subsequently accepts an offer which is agrees to substitute for such Stock component of the Acquisition Proposal either cash or Cisco Stock of the Investor having a "fair market value" equivalent to, or less favorable to the Company and its shareholders than, an offer made by KFI during fair market value of the negotiation period.Stock component of the subject

Right of First Negotiation. So long In the event the Company develops or acquires a product candidate (“New Product Candidate”) that is not a Final Product as KFI owns at least 5% defined in the Distribution Agreement between Exchangor and Company dated July 30, 2003, as amended, (“Existing Distribution Agreement”) and Company desires to distribute the New Product Candidate, if and when licensed, through an external distributor, then Company shall afford Exchangor the first right to negotiate for the distribution rights under the following terms and conditions: (i) Company may give notice to Exchangor of its intent to enter into negotiations for a New Product Candidate with an external distributor. Such notice may not be given prior to the commencement of a Phase I trial for the New Product Candidate. For a period of 90 days after such notice is given, Company shall negotiate exclusively with Exchangor the terms and conditions under which Company and Exchangor would each be willing to enter into a distribution relationship for such New Product Candidate. Such negotiations shall address the subject matter covered in the Existing Distribution Agreement, but the resolution of issues need not be the same as in the Existing Distribution Agreement. Company and Exchangor will negotiate in good faith. If a distribution agreement has not been entered into during such 90 day period, then Exchangor may thereafter within one year of the outstanding Common Stocktermination of negotiations enter into a distribution agreement with another external distributor for the New Product Candidate without notice or reoffering a distribution opportunity to Exchangor for the New Product Candidate, KFI will be entitled provided that such agreement is on terms, in the aggregate, equivalent or more favorable to notice Company than those last offered by Exchangor, as such determination is reasonably made by the Company in good faith. (which shall set forth all material informationii) and have a The foregoing right of first negotiation shall apply to each New Product Candidate for which a period Phase I clinical trial is commenced. Failure of 10 business days following such notice Company and Exchangor to enter into a distribution agreement with respect to one New Product Candidate shall not relieve Company of its obligation to enter into negotiations with respect to another New Product Candidate for which a Phase I trial is commenced. (iii) The foregoing right of first negotiation shall not apply (1) after a Change of Control of Company; (2) if a distribution agreement is in effect for the event that New Product Candidate at the time of its acquisition by Company, or (3) if the New Product Candidate is co-developed by Company proposes to and another entity. For purposes hereof, “Change of Control” shall mean (in one transaction or a series of transactions) (i) sell any person or “group” of persons (determined based on Rule 13d-5(b) under the Exchange Act), other than the Company, becomes the “beneficial owner” (as defined under Rule 13d-3 under the Exchange Act) of more than 50% of the equity securities of the Company in, or agree to, a transaction that would result in a person (other than Softbank) owning 20% or more of the Company's fully diluted share capital after the issue, (ii) sell individuals who on the date of this Agreement constituted the board of directors of the Company (together with any new directors whose election by the Company’s board of directors or whose nomination by Company’s board of directors for election by Company’s stockholders was approved by a vote of at least a majority of the members of Company’s board of directors then in office who either were members of Company’s board of directors on the date of this Agreement or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Company’s board of directors then in office, (iii) the Company conveys, transfers or leases all or substantially all of its assets to a third partyany person, (iv) after giving effect to any merger, consolidation or (iii) merge with a third party if the Company will not be the surviving person and the holders reorganization of the Company's outstanding voting securities , the stockholders of the Company immediately prior to such merger merger, consolidation or reorganization do not hold less more than a majority 50% of the outstanding voting equity securities of the surviving entity. In corporation, or any other person or “group” (as defined above) holds 30% or more of the event that equity securities of the surviving corporation, or (v) the board of directors of the Company receives an unsolicited offer for a transaction subject to this Section 10 and approves any of the foregoing or the Company determines to consider that offer or other similar transactions, the Company shall send KFI the written notice specified above promptly after having made its determination to consider enters into a transaction, and during the negotiation period shall (i) negotiate definitive agreement with KFI in good faith regarding such unsolicited offer or any offer made by KFI person with respect to a similar transaction and (ii) shall not negotiate or enter into any agreement with, provide any information to or solicit any offer from any third party other than KFI. In addition, the Company shall be free to accept or reject any offers made by KFI during the negotiation period in the sole discretion of its Board of Directors or a committee thereof. Any KFI representative on the Company's Board of Directors shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunder. In furtherance of the foregoing, the Company shall not be deemed to be in breach of this Section 10 if it subsequently accepts an offer which is equivalent to, or less favorable to the Company and its shareholders than, an offer made by KFI during the negotiation period.

Right of First Negotiation. So long If the Shareholder or any -------------------------- Affiliate thereof or any Person in whom the Shareholder has, directly or indirectly, more than a five percent (5%) interest (collectively, a "Related Person") desires to manufacture or distribute a product, other than the Snow Guards, that is related to ▇▇▇▇▇▇'▇ current product line as KFI owns at least 5% of the outstanding Common Stockdate hereof (a "Related Product") or to sell any or all rights to any Related Product, KFI will be entitled the Shareholder or such Related Person shall give notice to notice (which ▇▇▇▇▇▇ of such desire and shall set forth all material information) and have a right of first negotiation attempt to negotiate in good faith for a period of 10 business at least ninety (90) days following to reach an agreement with ▇▇▇▇▇▇ whereby ▇▇▇▇▇▇ would become the exclusive worldwide distributor of such notice in Related Product (or would purchase all rights to such Related Product, if applicable); provided, that nothing herein shall limit the event that the Company proposes to (i) sell equity securities -------- right of the Company in, Shareholder or agree to, a transaction that would result in a person any Affiliated Entity (other than Softbankas defined below) owning 20% to manufacture or more distribute Related Products directly or through an Affiliated Entity (including the outsourcing of the Company's fully diluted share capital after manufacture of such Related Products where the issue, (iiShareholder or an Affiliated Entity will market and distribute such Related Products) sell all or substantially all of its assets without being subject to a third party, or (iii) merge with a third party if the Company will not be the surviving person and the holders of the Company's outstanding voting securities immediately prior to such merger hold less than provisions provided for herein. An "Affiliated Entity" is an entity at least a majority of the outstanding equity and voting securities rights of which are owned by the Shareholder and no part of the surviving entitybalance of such equity or voting rights are owned by a competitor of ▇▇▇▇▇▇. In During such negotiations, neither the event Shareholder nor any Related Person shall negotiate with regard to the manufacture or distribution of the applicable Related Product with any other Person (except that the Company receives an unsolicited offer for a transaction subject to this Section 10 and the Company determines to consider that offer Shareholder may consult with counsel or other similar transactionsadvisors in conducting negotiations with ▇▇▇▇▇▇), nor shall the Company shall send KFI the written notice specified above promptly after having made its determination to consider a transaction, and during the negotiation period shall (i) negotiate with KFI in good faith regarding such unsolicited offer Shareholder or any offer made by KFI with respect to a similar transaction and (ii) shall not negotiate or Related Person at any time after the termination of such negotiations enter into any agreement withfor the distribution of (or, provide if applicable, sale of the rights to) such Related Product with any information to or solicit any offer from any third party Person other than KFI. In addition, the Company shall be free to accept or reject any offers made by KFI during the negotiation period in the sole discretion of its Board of Directors or a committee thereof. Any KFI representative ▇▇▇▇▇▇ unless on the Company's Board of Directors shall be recused from any discussions or decisions regarding the Company's negotiations with KFI hereunder. In furtherance of the foregoing, the Company shall not be deemed to be in breach of this Section 10 if it subsequently accepts an offer which is equivalent to, or less terms more favorable to the Company and its shareholders thanShareholder or the Related Person than those offered by ▇▇▇▇▇▇ without first offering such terms to ▇▇▇▇▇▇ with ▇▇▇▇▇▇ having ten (10) Business Days to accept such offer; provided, an offer made that in determining whether the terms offered by KFI during such -------- Person other than ▇▇▇▇▇▇ are more favorable to the negotiation periodShareholder than the terms offered by ▇▇▇▇▇▇, the Shareholder shall be entitled to consider the dollar amount of any guarantees offered by such Person in addition to the percentage of sales to which the Shareholder would be entitled pursuant to the terms offered by such other Person.