Shares Not Purchased By Company. If the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection # above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this [Section 4] shall remain subject to the right of first refusal set forth in this [Section 4] and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this [Section 4].

Shares Not Purchased By Company. If the Company does not elect to acquire allany of the Offered Shares, the Participant may, within the 30-90-day period following the expiration of the option granted to the Company under subsection # above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this [Section 4] shall remain subject to this Agreement (including without limitation the right of first refusal set forth in this [Section 4]) and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this [Section 4].Agreement.

If the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection # above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this [Section 4]6] shall remain subject to this Agreement (including without limitation the restrictions on transfer set forth in [Section 5] and the right of first refusal set forth in this [Section 4]6]) and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this [Section 4].Agreement.

If the Company does not electParticipant proposes to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection # above, transfer the Offeredany Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this [Section 4] shall remainare no longer subject to the rightPurchase Option (either because they are free from the Purchase Option pursuant to [Section 3] or because the Purchase Option expired unexercised pursuant to [Section 4]), then the Participant shall first give written notice of first refusal set forth in this [Section 4] and such transferee shall, as a condition to such transfer, deliverthe proposed transfer (the “Transfer Notice”) to the Company a written instrument confirming thatCompany. The Transfer Notice shall name the proposed transferee and state the number of such transferee shall be bound byShares the Participant proposes to transfer (the “Offered Shares”), the price per share and all of theother material terms and conditions of this [Section 4].the transfer.