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RIGHT OF FIRST REFUSAL AGREEMENT
THIS RIGHT OF
FIRST REFUSAL AGREEMENT (this "Agreement") is made as of December
10, 2008, between Sports Supplement Acquisition Group, Inc., a
Delaware corporation (the "Company"), and Proviant Technologies,
Inc., an Illinois corporation ("Proviant").
WHEREAS, the
Company is acquiring concurrently with the execution and delivery
of this Agreement certain assets of Proviant (the
“Acquisition”); and
WHEREAS, as a
condition to the Acquisition, Proviant has agreed to provide the
rights of first refusal as provided herein;
NOW,
THEREFORE, the undersigned agree as follows:
1. COMPANY'S
RIGHTS OF FIRST REFUSAL
Before (i) a
sale of a majority of the outstanding shares of Proviant or a sale
of substantially all of the assets of Proviant or (ii) the sale or
license of any new proprietary ingredients for use in the sports
supplement market, the Company or its assignee(s) shall have a
right of first refusal to purchase the shares or assets or license
the ingredients (in either case, a “Transaction”) on
the terms and conditions set forth in this Section (the "Right of
First Refusal").
The
rights granted with regard to paragraph 1(i) shall be for a period
of four years from the date hereof. The rights granted
with regard to paragraph 1(ii) shall be for a period of seven years
from the date hereof.
In
connection with any such sale of shares or assets, Proviant shall
be free to disclose to any potential purchaser the provisions of
this Agreement and such disclosure will not be considered to be a
breach of any confidentiality agreement of the parties.
(a)
Notice of Proposed Transfer. Proviant shall(a) deliver to the
Company a written notice (the "Notice") stating: (i)
Proviant’s' bona fide intention to enter into a Transaction;
(ii) the name of each proposed purchaser or licensee ("Proposed
Purchaser"); and (iii) the proposed terms of the Transaction; and
(b) offer the Transaction on the same terms to the Company or its
assignee(s).
(b)
Exercise of Right of First Refusal. At any time within 30 days
after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to Proviant, elect to enter into the
Transaction.
(c)
Proviant’s Right to Transfer or License. If the
Company fails to accept the Transaction within 30 days of the
Notice, then Proviant may enter into the Transaction with the
Proposed Purchaser, provided that such Transaction is consummated
within one hundred twenty (120) days after the date of the Notice.
If the Transaction described in the Notice is not consumm
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