Common use of Right of First Notice Clause in Contracts

Right of First Notice. 1.1. From the date hereof until the date that none of the Preferred Stock is outstanding, upon any sale or proposed sale of Common Stock by the Shareholder (a “Stock Sale”), each Purchaser who owns Preferred Stock shall have the right to offer to purchase an amount of the Common Stock up to 100% of the Stock Sale. 1.2. The Shareholder agrees to not sell any of the Common Stock beneficially owned, or issuable to, the Shareholder, unless the Shareholder complies with the terms of this Agreement. The notice requirements under this Article shall be triggered upon any sale or proposed sale of Common Stock by the Shareholder, as provided in this Article, and shall not be triggered by exercises of stock options. 1.3. At any time when the Shareholder determines to solicit bids for an intended Stock Sale, or at least 2 Trading Days prior to the planned closing of a Stock Sale which results from the Shareholder’s receipt of an unsolicited bid for any of the Shareholder’s Common Stock, the Shareholder shall deliver to the Purchaser Representative a written notice of its intention to effect a Stock Sale which shall contain the proposed number of shares of Common Stock which are the subject of such Stock Sale, and if the proposed Stock Sale is an open-market sale, the notice shall so state (“Stock Sale Notice”). The Purchaser Representative shall notify all Purchasers of the Stock Sale Notice and for administrative convenience only, but not as the agent of any such Purchaser, shall forward to the Shareholder any expression of investment interest by any Purchaser as set forth below in Section 1.4. “Trading Day” means a day on which the OTC Bulletin Board is open for business. Each Purchaser shall be acting independently in determining whether to make a Purchaser Offer and the terms thereof.

Right of First Notice. 1.1. From the date hereof until the date that none of the Preferred Stock is outstanding, upon any sale or proposed sale of Common Stock by the Shareholder (a “Stock Sale”), each Purchaser who owns Preferred Stock shall have the right to offer to purchase an amount of the Common Stock up to 100% of the Stock Sale. 1.2. The Shareholder agrees to not sell any of the Common Stock beneficially owned, or issuable to, the Shareholder, unless the Shareholder complies with the terms of this Agreement. The notice requirements under this Article shall be triggered upon any sale or proposed sale of Common Stock by the Shareholder, as provided in this Article, and shall not be triggered by exercises of stock options. 1.3. At any time when the Shareholder determines to solicit bids for an intended Stock Sale, or at least 2 Trading Days prior to the planned closing of a Stock Sale which results from the Shareholder’s receipt of an unsolicited bid for any of the Shareholder’s Common Stock, the Shareholder shall deliver to the Purchaser Representative a written notice of its intention to effect a Stock Sale which shall contain the proposed number of shares of Common Stock which are the subject of such Stock Sale, and if the proposed Stock Sale is an open-market sale, the notice shall so state (“Stock Sale Notice”). The Purchaser Representative shall notify all Purchasers of the Stock Sale Notice and for administrative convenience only, but not as the agent of any such Purchaser, shall forward to the Shareholder any expression of investment interest by any Purchaser as set forth below in Section 1.4. “Trading Day” means a day on which the OTC Bulletin Board is open for business. Each Purchaser shall be acting independently in determining whether to make a Purchaser Offer and the terms thereof.