FMC Technologies (FTI)

RIGHT OF FIRST OFFER

3.1 Right of First Offer. Subject to the terms and conditions specified in this Article III, the Schilling Parties hereby grant to FMC a right of first offer with respect to the sale of all of the Right Securities (the “Right of First Offer”), exercisable by FMC at any time after the expiration of the Right Period but prior to the closing of a Company IPO (the “Right of First Offer Period”).

3.2 Initial Offer, Acceptance and Closing. At any time during the Right of First Offer Period, the Schilling Parties may deliver a proposal in writing to FMC, which contains the price and all other essential terms (including, if any Third Party Sale (as defined below) is contemplated, the identity of the proposed purchaser in such Third Party Sale), offering the sale of all but not less than all of the Right Securities to FMC (the “Initial Offer”). Upon receipt of an Initial Offer, FMC may elect to purchase the Right Securities by delivering a written notice to the Schilling Parties (the “Purchase Notice”) indicating its desire to exercise its rights under Section 3.1 within 30 calendar days of its receipt of the Initial Offer (the “Acceptance”). If FMC timely delivers a Purchase Notice, the Schilling Parties and FMC shall establish a closing date (which shall be a Business Day) for the sale and purchase of the Right Securities (the “Right of First Offer Closing Date”), which Right of First Offer Closing Date shall be no later than 30 calendar days after the receipt of the Acceptance. On the Right of First Offer Closing Date, (i) the Schilling Parties shall deliver to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal to the purchase price set forth in the Initial Offer and (ii) FMC and the Schilling Parties shall enter into such customary agreements as are necessary to cause the Right of First Offer Closing to occur. All such agreements shall contain representations, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles II, VI and IX of the Purchase Agreement, and all Right Securities shall be delivered free and clear of any Liens.

3.3 Permitted Sale. If FMC declines the Initial Offer or does not timely deliver its Purchase Notice to the Schilling Parties, the Schilling Parties may, during a period of 120 calendar days after FMC notifies Schilling Inc. that it has declined the Initial Offer or after the end of the 30 day period that FMC may respond to the Initial Offer, as such 90-day period may be extended to obtain any necessary regulatory approvals, sell all (but not less than all) of the Right Securities to any Person (a “Third-Party Sale”) for a price equal to or greater than the price set forth in the Initial Offer, and, if any other material terms are identified in the Initial Offer, on those terms (or those terms modified in a manner which would be no less favorable to FMC). If, at the end of such period, as such period may be extended to obtain any required regulatory approvals, the Schilling Parties have not completed the sale of the Right Securities in accordance with the foregoing, the restrictions in this Article III shall remain in effect with respect to the Right Securities.

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3.4 Third-Party Offer. In the event the Schilling Parties receive a bona fide written offer from a third party to purchase all but not less than all of the Right Securities for a price and/or terms that are inferior to the Initial Offer (a “Third-Party Offer”), the Schilling Parties shall be prohibited from accepting such Third-Party Offer unless they shall have first given FMC notice of such Third-Party Offer (including the identity of the Person making such Third-Party Offer), whereupon FMC shall be entitled, during the following 30 calendar days after its receipt of such Third-Party Offer to match the Third-Party Offer by offering to purchase the Right Securities from the Schilling Parties on terms that are substantially identical to those contained in the Third-Party Offer. If FMC timely matches the Third-Party Offer, the Schilling Parties shall have been deemed to have accepted such offer and, with FMC, shall establish a closing date (which shall be a Business Day) for the sale and purchase of the Right Securities (the “Third-Party Offer Closing Date”), which Third-Party Offer Closing Date shall be no later than 30 calendar days after the date of delivery of FMC’s acceptance of the Third-Party Offer, as such period may be extended to obtain any required regulatory approvals. On the Third-Party Offer Closing Date, (i) the Schilling Parties shall deliver to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal to the purchase price set forth in the Third-Party Offer and (ii) the Schilling Parties and FMC shall enter into such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur. All such agreements shall contain representations, warranties and covenants (and indemnification provisions related thereto) no less favorable to FMC than those contained in Articles II, VI and IX of the Purchase Agreement, and all Right Securities shall be delivered free and clear of any Liens. If FMC declines or does not timely accept the Third-Party Offer, the Schilling Parties shall be entitled to complete the sale of the Right Securities on the terms of the Third-Party Offer; provided, however, if Schilling Inc. has not completed the transaction contemplated in the Third-Party Offer within 120 calendar days after FMC’s acceptance or rejection of such offer, as such period may be extended to obtain any required regulatory approvals, Schilling shall again be subject to the terms of this Section 3.4.