Right of First Refusal Flow Chart

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Offering Party sends NOTICE OF OFFER TO SELL to Receiving Party

-Offer must be such terms and conditions as a bona fide 3


rd
party buyer
is willing to pay and Offering Party is willing to accept on CASH basis
-Specify # of Shares and Price
-By Personal Delivery
-Non-withdrawable, once sent

30-day Offer Period
Receiving Party sends
NOTICE OF REJECTION
OF OFFER
Expiration of Offer
Period
Send Tag-Along
Exercise Notice
Receiving Party sends
NOTICE OF
ACCEPTANCE OF OFFER
RIGHTS OF FIRST REFUSAL with TAG-ALONG RIGHTS
PROCEDURE

90-day ROFR Sale Period
SALE to 3
rd
Party
-at price not lower, terms not more favourable
-If Sale involves ALL of Offering Partys Shares, Receiving
Part may opt to require 3
rd
Party to assume ShA obligations
of Offering Party
If NO SALE to 3
rd
Party and Offering Party still wishes to sell,
ROFR and Tag-Along Rights procedure must again be
followed on any subsequent attempt to sell
Consummate the Sale
between Offering and
Receiving Parties

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