Transferred Shares to Remain Subject to Right of First Refusal. Shares that are so transferred to such transferee shall remain subject to the rights of the Company set forth in this [Appendix A]. As a condition to such transfer, such transferee shall execute and deliver all such documents as the Company may require to evidence the binding agreement of such transferee so to remain subject to the rights of the Company.

Shares Subject to Right of First Refusal. For purposes of the Right of First Refusal pursuant to this [Appendix A], the term “shares” shall mean any and all new, substituted or additional securities or other property issued to the Holder, by reason of his or her ownership of Common Stock pursuant to the exercise of this Option, in connection with any stock dividend, liquidating dividend, stock split or other change in the character or amount of any of the outstanding securities of the Company, or any consolidation, merger or sale of all or substantially all of the assets of the Company.

First Refusal Right; Put Right. At the Closing, the Shareholders will grant the Company the right of first refusal (the “First Refusal Right”) to purchase the Shareholders’ 49% ownership of the Acquisition Sub for cash. The aggregate cash price for the Shareholders’ 49% ownership of the Acquisition Sub shall equal the average of three (3) independent valuations of the Acquisition Sub as of the date when the Company notifies the Shareholder of its intent to exercise the First Refusal Right, each of which shall be undertaken by an independent valuation (to be identified by the Company and mutually acceptable to the Shareholders) firm multiplied by 49%. If the Shareholders of the Acquisition Sub have not otherwise had a liquidity event prior to such date, the Shareholders will have a one-time put right (the “Put Right”) that, if elected by the Shareholders, would obligate the Company to buy the 49% ownership of the Acquisition Sub for 49% of the independent fair market valuation as determined by an independent valuation firm (chosen in the same manner as set forth in the prior sentence).

Each Party may exercise its right of first refusal pursuant to other projects, as long as the contemplated projects do not compete with the business of the Joint Venture.

Participation in this 2017 trial project provides MCOA with Right of First Refusal to participate in the New Brunswick commercial production project planned for 2018 and beyond, for a period of five (5) years.

Right of First Refusal. Unless otherwise set forth in the Award Agreement, shares acquired under the Plan by a Participant may not be sold or otherwise disposed of in any way (including a transfer or gift or by reason of the death of the Participant) until the Participant (or his legal representative, legatee or distributee of his or her estate) first offers to sell the Shares to the Company as herein provided. The price per Share at which the Shares shall be offered to the Company shall be the closing price per Share reported on the Consolidated Tape (as such price is reported in the Wall Street Journal or if such publication is unavailable then Reuters) on the date the Participant’s offer is received by the Secretary of the Company. If the Company fails to accept the offer to purchase such Shares within seven days after such date, the Shares shall thereafter be free of all restrictions under the Plan.

Right of First Refusal. If, from the date hereof until the 12-month anniversary following consummation of each Offering, the Company or any of its subsidiaries # decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as the Company’s exclusive financial advisor for any such transaction; or # decides to finance or refinance any indebtedness, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or # decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital-raising financing of equity, equity-linked or debt securities, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If Wainwright or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction.

Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this [Section 3(a)] (the “Right of First Refusal”).

Right of First Refusal. Subject to the existing rights of tenants in the Building as of the date hereof and so long as Tenant is then in occupancy of the entirety of the Premises, Landlord grants to Tenant the right (the “First Refusal Right”) to lease the First Refusal Space, as hereinafter defined, at any time during the Term, on and subject to the following terms and conditions. The First Refusal Right is not effective or exercisable by Tenant during the existence of a default by Tenant under this Lease beyond any applicable notice and cure period.

provided, however, that in the case of a transfer pursuant to [clause (1) above], such Shares shall remain subject to the right of first refusal set forth in this [Section 4].