Common use of First Refusal Right Clause in Contracts

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice.

First Refusal Right. If any Holder desires (a) The First Refusal Premises are presently leased to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(canother tenant, Omnicell, Inc. (“Omnicell”), such Holder (the "Transferring Holder") under a lease presently scheduled to expire in August 2011. Landlord shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase not lease all or any portion of the Executive Securities specified First Refusal Premises at any time during the term of this Lease (including any extended term, if applicable), except in compliance with this Section 1.4; provided, however, that the Offer Notice at the price foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and on the terms specified therein by delivering written notice of such election cure periods; provided further, that Tenant’s rights pursuant to this Section 1.4 are subordinate to the Transferring Holder rights of Omnicell and its successors in interest (if any) pursuant to Omniceirs lease presently in effect and as soon amended from time to time (the “Omnicell Lease”), including (without limitation) the two-year renewal right existing in favor of Omnicell under the Omnicell Lease as practical, but in any event within thirty (30) days following the delivery of the Offer Notice Lease Commencement Date (all such superior rights described in this proviso being hereinafter collectively referred to as “Omnicell Rights”); provided further, that if Tenant fails to timely and effectively exercise its expansion option with respect to the "Company Offer Period")2025 Expansion Premises under Section 1.3 above, then Tenant’s rights under this Section 1.4 shall expire as of May 1, 2009 and shall thereafter be of no further force or effect; and provided further, that Tenant’s rights pursuant to this Section 1.4 are personal to Tenant, and may not be exercised (except with Landlord’s prior written consent, in Landlord’s sole discretion) by any assignee of Tenant’s interest under this Lease or by any subtenant. (iib) If If, at any time during the Company has term of this Lease (including any extended term, if applicable), Landlord receives and wishes to accept a bona fide written offer from a person or entity (an “Offeror,” provided, however, that the term “Offeror” shall not elected include Omnicell or any successor in interest with respect to purchase all of any rights or negotiations under the Executive Securities within the Company Offer Period, then CHS may elect Omnicell Lease or with respect to purchase any other Omnicell Rights) to lease all or any portion of the Executive Securities First Refusal Premises and if Tenant is not elected then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such bona fide written offer to be purchased by Tenant (the Company at “First Refusal Notice”), specifying the price material terms on which the Offeror proposes to lease the First Refusal Premises or applicable portion thereof (the “Offered Space”), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in the Offer First Refusal Notice. For purposes of this Section 1.4(b), an offer shall be considered bona fide if it is contained in a letter of intent, terms sheet or other writing signed by the Offeror and specifies the material terms of the proposed lease. Tenant shall have five (5) business days after the date of giving of the First Refusal Notice in which to accept such offer by delivering written notice of to Landlord. Upon such election acceptance by Tenant, the Offered Space shall be leased to Tenant on the terms set forth in the First Refusal Notice and on the additional terms and provisions set forth in this Lease (except to the Transferring Holder as soon as practicalextent inconsistent with the terms set forth in the First Refusal Notice), but and the parties shall promptly (and in any event all events within sixty twenty (6020) days following the after delivery of Tenant’s acceptance) execute a lease amendment or other written agreement incorporating and implementing the Offer Noticeterms of Tenant’s leasing of the Offered Space in accordance with this subparagraph (b). If Tenant does not accept Landlord’s offer within the Company and/or CHS have elected allotted time or if the parties fail to purchase all enter into such a lease amendment or any of other written agreement within the Executive Securities offered by the Transferring Holderrequired time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or other written agreement, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder provided that neither party shall be entitled to receive customary representations and warranties as to ownershipinvoke its own lack of good faith, titlediligent efforts, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waiversif applicable, as may reasonably a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the Offered Space to the Offeror or to any other third party, at any time within one hundred eighty (180) days after the expiration of Landlord’s offer under the First Refusal Notice, at a minimum rental and on other terms and conditions not materially more favorable to the lessee than the minimum rental and other terms offered to Tenant in the First Refusal Notice. If, in the course of negotiations with the Offeror or another third party during the 180-day period described in the preceding sentence, Landlord wishes to modify the minimum rental or other terms set forth in the First Refusal Notice in a manner materially more favorable to the Offeror or other third party than the minimum rental or other terms set forth in the First Refusal Notice, then Landlord shall be necessary required to effect re-offer the purchase Offered Space to Tenant on such more favorable terms pursuant to a new First Refusal Notice. For purposes of the Executive Securities offered preceding two sentences, a variance of less than five percent (5%) in the Offer amount of minimum or base NNN rent payments shall not be deemed materially more favorable to the Offeror than the terms set forth in the First Refusal Notice. If Landlord does not lease the Offered Space to the Offeror or another third party during the 180-day period described above, or if Landlord leases the Offered Space to the Offeror or another third party and Landlord later, upon expiration or termination of such lease, again wishes to lease the Offered Space or any portion thereof during the term of this Lease (including any extended terms, if applicable), then in either such event this first refusal right shall reattach to the Offered Space on all of the same terms set forth above.

First Refusal Right. If If, at any Holder desires time during the term of this Lease, Landlord receives and wishes to Transfer any Executive Securities accept a bona fide, written offer from a person or entity other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder Tenant (the "Transferring Holder") shall deliver a written notice (the "Offer Notice"“Offeror”) to purchase the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity Site or either or both of the proposed transferee(s) (includingFirst Refusal Buildings, without limitationand if Tenant is not then in default under this Lease, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and Landlord shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering give written notice of such election offer to Tenant, specifying the Transferring Holder as soon as practical, but in any event within thirty (30) days following material terms on which the delivery of the Offer Notice Offeror proposes to purchase such building or specified portion thereof (the "Company Offer Period"“Offered Property”). (ii) If , and shall offer to Tenant the Company has not elected opportunity to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and Offered Property on the terms specified in Landlord’s notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offer Notice Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by delivering Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord’s notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord’s said notice and such election other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Transferring Holder as soon as practicalOfferor, but in at any event time within sixty one hundred eighty (60180) days following after Tenant’s failure to accept Landlord’s offer, at a price and on other terms and conditions not more favorable to the delivery Offeror than the price and other terms of the Offer Noticeoriginal offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities Offered Property to the Company or CHSOfferor within one hundred eighty (180) days, as this First Refusal Right shall reattach to the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer NoticeOffered Property.

First Refusal Right. If At least 30 days prior to making any Holder desires to Transfer of any Executive Securities Stockholder Shares (other than in an Exempt Transaction pursuant to a Sale of the Company or a transaction pursuant to Section 6(cPublic Offering), such Holder the transferring Stockholder (the "“Transferring Holder"Stockholder”) shall deliver a written notice (the "an “Offer Notice"”) to the Company and CHSto the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the identity proposed type, class or series, and number of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities Stockholder Shares to be transferred and transferred, the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS identity, background and shall include a true and correct copy ownership (if applicable) of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of prospective transferee(s), and the Offer Notice shall create constitute an irrevocable binding offer to sell the following two (2) options: (i) First, Stockholder Shares to the Board, acting in good faith, Offerees on such terms and conditions. Each Offeree may elect to cause the Company to purchase all or any portion of the Executive Securities Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder Stockholder as soon as practical, but in any event within thirty (30) 20 days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Company and/or CHS Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase all or any of Stockholder Shares specified in the Executive Securities offered by the Transferring HolderOffer Notice, the Transfer sale of such Executive Securities to the Company or CHS, as the case may be, Stockholder Shares shall be consummated as soon as practical after the delivery of the election noticesnotice(s) to the Transferring Stockholder, but in any event within thirty (30) 45 days following after the expiration of the Election Period, subject to any required regulatory approvals. Subject To the extent that the Offerees have not elected to Section 5 hereofpurchase all of the Stockholder Shares being offered, the Company and/or CHS shall pay for Transferring Stockholder may, within 90 days after the Executive Securities offered by expiration of the Transferring Holder by delivery Election Period and subject to the provisions of Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, at a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered price no less than the price per share specified in the Offer Notice hereunder shall be entitled and on other terms no more favorable to receive customary representations and warranties as the transferees thereof than offered to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by by, at such Person's option, (i) delivery of a cashier's check or wire transfer of immediately available fundsfunds and/or (ii) delivery of a Repurchase Note in the form of Exhibit A hereto and with such additional terms (including subordination provisions) as shall be required by the senior lenders to the Company and the Subsidiaries, or a combination of both. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice.

First Refusal Right. If any Holder desires the Company proposes to Transfer any Executive Securities other than in an Exempt Transaction or issue (a transaction pursuant to Section 6(c), such Holder (the -------------------- "Transferring HolderProposed Issuance") shall deliver a written notice Additional Securities (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transfereeas defined below), the proposed number, amount and type of Executive Company shall offer such Additional Securities to be transferred Executive, and Executive shall have the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include right (a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2"First Refusal Right") options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on his Pro Rata Share (as defined below) of such Additional Securities, upon the terms specified therein by delivering of the Proposed Issuance. The Company shall give Executive written notice of the Proposed Issuance stating the material terms thereof, including the type of Additional Securities involved, the proposed purchase price therefor and the anticipated closing date of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice issuance (the "Company Offer PeriodNotice"). . If Executive desires to exercise his First Refusal Right, Executive shall, within 20 days of receipt of the Company Notice, deliver to the Company written notice stating the portion of Executive's Pro Rata Share of such Additional Securities that he is willing to purchase (a "Response Notice"). Executive's Response Notice shall be deemed to constitute his irrevocable agreement to purchase the specified portion of his Pro Rata Share of the Additional Securities upon the terms of the Proposed Issuance described in the Company Notice, on the later of (i) the closing date specified in the Company Notice or (ii) If the closing date of the Proposed Issuance if other persons are purchasing Additional Securities. The Company shall have 90 days from the date of the Company has Notice to consummate such Proposed Issuance with respect to the Additional Securities which are not elected being purchased by Executive at a price and upon terms that are not materially less favorable to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at than the price and on the terms specified in the Offer Notice by delivering written notice of Company Notice, and such election price and terms shall be made available to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer NoticeExecutive if Executive has elected to purchase Additional Securities. If the Company and/or CHS have elected proposes to purchase all issue Additional Securities after such 90-day period, or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities at a price and upon terms which are materially less favorable to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but than those specified in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for Notice, it must again comply with the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered procedures set forth in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Noticethis section.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c5(c), such Holder (the "Transferring HolderTRANSFERRING HOLDER") shall deliver a written notice (the "Offer NoticeOFFER NOTICE") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or and CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect (in its sole discretion) to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein (provided, however, that any promissory note given by the Company pursuant to the terms of this Section 5 shall be subordinated to indebtedness owed to financial institutions on terms reasonably acceptable to such financial institutions and that the Company shall be entitled set off against the purchase price any and all obligations due and owing the Company or any of its Affiliates from Executive) by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer PeriodCOMPANY OFFER PERIOD"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect (in its sole discretion) to purchase all or any portion (but not less than all) of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any (but not less than all) of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or and/or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed sale and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice. Notwithstanding anything to the contrary herein contained, if the Company and CHS collectively have elected to purchase less than all of the Executive Securities offered by the Transferring Holder, then the Company and CHS shall be deemed to have elected not to purchase any of the Executive Securities offered by the Transferring Holder pursuant to this Section 5.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Restricted Holder (the "Transferring Holder") desires to Transfer any Restricted Securities, other than pursuant to Section 2.2, and such Transfer has been approved by the Board pursuant to Section 2.1, such Transferring Holder shall deliver a written notice (the "an Offer Notice") Notice to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests (directly or indirectly) in such proposed transferee), the proposed number, amount and type of Executive Restricted Securities to be transferred Transferred, and all of the proposed terms and conditions of the Transfer and any other material information reasonably requested by CHS or the Board or CHS Company with respect to such Transfer and the transferee and shall include a true complete and correct accurate copy of the written offer to purchase Executive Restricted Securities received by himthe Transferring Holder. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (ia) First, the Board, acting in good faith, CHS may elect to cause the Company (but shall not be obligated) to purchase all or any portion of the Executive Restricted Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice to the Company and CHS (the "Company CHS Offer Period"). (iib) If the Company Second, if CHS has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Restricted Securities within the CHS Offer Period, the Company may elect (but shall not be obligated) to purchase all or any portion of the Restricted Securities not elected to be purchased by the Company CHS at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities Notice to the Company or and CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice.

First Refusal Right. If Sublessor hereby grants to Sublessee, in accordance with the terms of this Section 14.13, a right of first refusal to sublease any Holder space on the 9th floor of the Building that Sublessor desires to Transfer sublease to any Executive Securities other than in an Exempt Transaction third party at any time during the Sublease Term. If Sublessor makes or receives a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written definitive offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or sublease any portion of the Executive Securities specified 9th floor to any third party, prior to entering into such sublease, Sublessor shall offer (the "First Refusal Offer") to add such space to this Sublease for a term expiring on the same date as the Sublease Term hereunder but at such rental rate (taking into account all inducements and discounts) as Sublessor intends to sublease the space to such third party. Sublessor shall promptly deliver to Sublessee written notice of any such offer made to or received from a third party (including all material terms and conditions thereof), and Sublessee shall have ten (10) days within which to accept Sublessor's First Refusal Offer in the writing. If Sublessee does not accept Sublessor's First Refusal Offer Notice within said 10-day period, then Sublessor shall be entitled to enter into a sublease with such third party at the price and any time within 90 days thereafter on the terms specified therein by delivering written notice quoted in the First Refusal Offer; and if Sublessor does not so enter into such a sublease with such third party, then Sublessee's first refusal right shall again be applicable in respect of such election space. Sublessee's failure to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected exercise its first refusal right hereunder with respect to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities 9th floor shall not elected affect or limit Sublessee's first refusal right with respect to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery other portion of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice9th floor.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring HolderTRANSFERRING HOLDER") shall deliver a written notice (the "Offer NoticeOFFER NOTICE") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect (in its sole discretion) to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein (provided, however, that any promissory note given by the Company pursuant to the terms of this Section 6 shall be subordinated to indebtedness owed to financial institutions on terms reasonably acceptable to such financial institutions and that the Company shall be entitled set off against the purchase price any and all obligations due and owing the Company or any of its Affiliates from the Executive) by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer PeriodCOMPANY OFFER PERIOD"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect (in its sole discretion) to purchase all or any portion (but not less than all) of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any (but not less than all) of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or and/or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed sale and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice. Notwithstanding anything to the contrary herein contained, if the Company and CHS collectively have elected to purchase less than all of the Executive Securities offered by the Transferring Holder, then the Company and CHS shall be deemed to have elected not to purchase any of the Executive Securities offered by the Transferring Holder pursuant to this Section 6.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the The Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company Transfer Shares at the price and on the terms specified in the Offer Sale Notice by delivering written notice of such election to the Transferring Holder Stockholder and the holders of Investor Shares as soon as practical, practical but in any event within sixty ten (6010) days following after the delivery of the Offer Sale Notice. If the Company and/or CHS has not elected to purchase all of such Transfer Shares within such 10-day period, then unless the holders of a majority of the WS Shares direct otherwise by written notice to the Company, the holders of Investor Shares may elect to purchase all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares"), at the price and on the terms and conditions specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within twenty (20) days after delivery of the Sale Notice. If more than one holder of Investor Shares elects to purchase the Available Shares, the Available Shares will be allocated among such electing holders pro rata according to the number of Stockholder Shares on a Fully Diluted Basis owned by such electing holders. If the Company or the holders of Investor Shares have elected to purchase all or any of the Executive Securities offered by the Transferring HolderTransfer Shares pursuant to this Section 2B, the Transfer of such Executive Securities to the Company or CHS, as the case may be, Transfer(s) shall be consummated as soon as practical after the delivery of the election noticesnotice(s) to the Transferring Stockholder, but in any event within thirty fifteen (3015) days following after the expiration of the Election Period. Subject To the extent that the Company and the holders of Investor Shares have not elected to Section 5 hereofpurchase, collectively, all of the Transfer Shares, the Company and/or CHS shall pay for Transferring Stockholder may, during the Executive Securities offered by 90-day period following the Transferring Holder by delivery expiration of a cashier's check or wire the Election Period (but not at any time thereafter) and subject to the provisions of Section 2C below, transfer pursuant to this Section 2B all of immediately available funds. The purchasers of Executive Securities offered the Transfer Shares specified in the Offer Sale Notice hereunder shall be entitled to receive customary representations the transferee(s) identified in the Sale Notice for (i) an amount of cash no less than the price specified in the Sale Notice and warranties as (ii) other terms no more favorable to ownership, title, authority the transferee(s) thereof than specified in the Sale Notice. Notwithstanding anything herein to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waiverscontrary, as may reasonably be necessary used in this Section 2B, the term "Transfer Shares" shall in no event include Investor Transfer Shares unless such Transfer Shares are being transferred by an Investor to effect the purchase of the Executive Securities offered in the Offer Noticeany other Stockholder (other than an Investor).

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than So long as this Lease is in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the Company full force and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount effect and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) optionsTenant: (i) FirstIs occupying and doing business from the Demised Premises at the time the election is exercised; and (ii) Is not in default under the Lease either at the time of the election or at the effective date thereof; and (iii) has maintained a history of payments within the applicable grace period, if any, provided under the BoardLease; Landlord agrees that prior to renting Suit▇ ▇▇▇, acting ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ the same is more fully identified on Exhibit E, attached hereto and incorporated herein (the "First Refusal Space"), Landlord will submit to Tenant a copy of the unexecuted proposed Lease or a summary of the business and economic term of the Lease which the Landlord is willing to accept from the third party (the "Offered Lease"). On or before the fifth (5th) business day after the Tenant's receipt of such notice, Tenant will have the right (the "First Refusal Right") to send Landlord a notice stating Tenant elects to rent the applicable First Refusal Space upon the identical terms and conditions set forth in good faiththe Offered Lease. To be timely, may elect such notice must be postmarked within the five (5) business day period. If Tenant timely exercises the First Refusal Right, Landlord and Tenant will promptly enter into a lease or lease amendment agreement for the applicable First Refusal Space (the "New Lease") on the Offered Lease terms. If for any reason Tenant fails to cause timely exercise the Company First Refusal Right, or if Tenant properly exercises it but thereafter for any reason (except for delays caused by the Landlord) does not execute the New Lease within five business days after its submission to purchase Tenant, Landlord will be free to rent all or any portion of the Executive Securities specified in First Refusal Space to any other prospective tenant and the Offer Notice at First Refusal Right will be null and void without further force and effect throughout the price remainder of the Term of this Lease or its extensions, modifications or amendments thereof with respect to the entire First Refusal Space, whether or not the entire First Refusal Space was included as part of the New Lease. Additionally, if Tenant exercises the First Refusal Right, but then fails to timely execute the New Lease, and on should the previously-interested third party tenant no longer be willing to sign the Offered Lease, then Tenant shall be liable for any and all rental obligations due Landlord under the terms specified therein of the New Lease. Notwithstanding any contrary provisions hereof: (a) the New Lease must (i) be guaranteed by delivering written notice the guarantor(s) of such election this Lease, if any, upon a guaranty form which is identical to the Transferring Holder as soon as practicalguaranty form applicable to this Lease, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). and (ii) If stipulate that any default by Tenant thereunder will be deemed to constitute a like default under this Lease ; (b) Tenant agrees that any default by it under this Lease will be deemed to constitute a like default under the Company has New Lease; and (c) this Right of First Refusal is transferrable to any assignee or purchaser of CMSI but may not elected be assigned or transferred to purchase all any sublessee of CMSI. Notwithstanding any of the Executive Securities within foregoing to the Company Offer Periodcontrary, then CHS may elect Tenant's right to purchase all exercise this First Refusal Right shall be subject and subordinate to the right of Innovative System Developers, Inc. to suite 310 and suite 318 and to any other existing rights of refusal, offer, expansion or renewal previously granted to any portion current tenant of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practicalBuilding, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of their successors, sublessees or assigns for the Executive Securities offered by First Refusal Space. Tenant acknowledges and agrees that notwithstanding the Transferring Holder, the Transfer of such Executive Securities fact that Tenant may properly exercise its rights with respect to the Company or CHSFirst Refusal Space, as the case may be, Tenant's right to exercise its First Refusal Right shall be consummated null and void if any current tenant in the Building, or any of their successors, sublessees or assigns exercises any rights previously granted to them with respect to the First Refusal Space. In such event, neither Landlord nor Tenant shall have any liabilities to the other party as soon as practical after the delivery a result of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations First Refusal Right becoming null and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Noticevoid.

First Refusal Right. If any Holder desires to Transfer any Executive Securities A Stockholder other than in an Exempt Transaction ▇▇▇▇ may only ------------------- Transfer Stockholder Shares to a Category I or Category II Company if the following conditions are met: (A) At least 45 days prior to making any Transfer of any Stockholder Shares to a transaction pursuant to Section 6(c)Category I or Category II Company, such Holder the transferring Stockholder (the "Transferring HolderStockholder") shall deliver a written notice (the "Offer Notice") to the Company Corporation, FTTI and CHS. The Offer Notice shall disclose the Other Stockholders (as that term is defined in the Stockholders Agreement), specifying in reasonable detail the proposed number and class of Stockholder Shares to be transferred, the identity of the proposed transferee(s) (includingof such shares, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms (including price and whether paid in one lump sum or in installments) and conditions of the Transfer and any other material information reasonably requested by (the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options:"Minimum Sale Terms"). (iB) First, the Board, acting in good faith, The Corporation may elect to cause the Company purchase up to purchase all or any portion of the Executive Securities Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder Stockholder as soon as practical, practical but in any event within thirty (30) 10 days following after the delivery of the Offer Notice (the "Company Offer Period")Notice. (iiC) If the Company Corporation has not elected to purchase all of the Executive Securities Stockholder Shares within such 10-day period, FTTI and the Company Offer Period, then CHS Other Stockholders may elect to purchase all or any portion (but not less than all) of the Executive Securities applicable class(es) of such Stockholder Shares not elected to be purchased by the Company Corporation at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder Stockholder as soon as practical, but in any event within sixty (60) 30 days following the after delivery of the Offer Notice. If FTTI and the Company and/or CHS Other Stockholders have in the aggregate elected to purchase more than the number of Stockholder Shares being offered by the Transferring Stockholder and not being purchased by the Corporation, the shares shall be allocated among FTTI and the Other Stockholders electing to purchase shares according to such Person's (as that term is defined in the Stockholders Agreement) pro rata share. Each Person's pro rata share for this Section 1(e)(i)(C) shall equal the product of (x) the quotient determined by dividing the percentage of Stockholder Shares (on an as converted basis) owned by such Person by the aggregate percentage of Stockholder Shares (on an as converted basis) owned by FTTI and such Other Stockholders who have elected to participate in such Transfer and (y) the number of Stockholder Shares (on an as converted basis) to be sold in the contemplated Transfer. (D) If the Corporation, FTTI or any Other Stockholders have elected to purchase all or any of the Executive Securities offered by Stockholder Shares from the Transferring HolderStockholder, the Transfer transfer of such Executive Securities to the Company or CHS, as the case may be, shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) 45 days following after the expiration delivery of the Election PeriodOffer Notice. Subject If the Corporation, FTTI and the Other Stockholders have not elected to Section 5 hereofpurchase all of the Stockholder Shares being offered, the Company and/or CHS shall pay for Transferring Stockholder may, within 120 days after the Executive Securities offered by the Transferring Holder by delivery of the Offer Notice, transfer such Stockholder Shares to one or more Category I or Category II Companies at a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered price no less than the price per share specified in the Offer Notice hereunder shall be entitled and on other terms no more favorable to receive customary representations and warranties as the transferees than offered to ownershipthe Corporation, title, authority to sell FTTI and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered Other Stockholders in the Offer Notice. (E) The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be pledged without the prior written consent of the Corporation, which consent may not be unreasonably withheld.

First Refusal Right. If (i) Subject to Section 2D, at least thirty (30) days prior to any Holder desires to Transfer of any Executive Securities Stockholder Shares by a Stockholder (other than in an Exempt Transaction or (a) any Transfer of any Stockholder Shares by WS, (b) a transaction Transfer by a Stockholder other than WS pursuant to the exercise of its rights under Section 6(c2C below or (c) redemptions of Preferred Stock in accordance with the Company’s Certificate of Incorporation) (a “Transferring Stockholder”), such Holder (the "Transferring Holder") Stockholder shall deliver a written notice (the "Offer “Sale Notice"”) to the Company and CHSthe other holders of Stockholder Shares. The Offer Sale Notice shall disclose in reasonable detail the identity proposed number of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type each class of Executive Securities Stockholder Shares to be transferred and (the “Transfer Shares”), the proposed terms and conditions of the Transfer Transfer, including the proposed price per share for each class of Stockholder Shares to be transferred, and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy identity of the written offer prospective transferee(s). No such Transfer shall be consummated unless such prospective transferee(s) is reasonably acceptable to purchase Executive Securities received by him. The delivery by the Transferring Holder Majority ▇▇ ▇▇▇▇▇▇, and no such Transfer shall be consummated prior to the earlier to occur of (a) the date on which the parties to the Transfer have been finally determined pursuant to this Section 2B and (b) the date of expiration of the Offer Notice shall create 30-day period (the following two (2“Election Period”) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery to the Company and the other Stockholders of the Offer Sale Notice (the "Company Offer Period")applicable to such Transfer. (ii) If the The Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company Transfer Shares at the same price and on the same terms specified in the Offer Sale Notice by delivering written notice of such election to the Transferring Holder Stockholder and the other holders of Stockholder Shares as soon as practical, practical but in any event within sixty ten (6010) days following after the delivery of the Offer Sale Notice. If for any reason the Company and/or CHS have elected does not elect within such ten-day period to purchase all or any portion of such Transfer Shares, then unless the Majority ▇▇ ▇▇▇▇▇▇ directs otherwise by written notice to the Company, the other holders of Stockholder Shares may elect to purchase, at the same price and on the same terms and conditions specified in the Sale Notice, all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the “Available Shares”) by delivering written notice of such election to the Transferring Stockholder and the Company as soon as practical but in any event within twenty (20) days after delivery of the Executive Securities offered by Sale Notice. If the Transferring Holderaggregate number of shares which other holders of Stockholder Shares so elect to purchase exceeds the number of Available Shares, the Transfer Available Shares will be allocated among such electing holders pro rata according to the number of Stockholder Shares on a Fully Diluted Basis owned by such Executive Securities to electing holders. If the Company or CHSthe other holders of Stockholder Shares have elected to purchase any Transfer Shares pursuant to this Section 2B, as the case may be, such Transfer(s) shall be consummated as soon as practical after the delivery of the election noticesnotice(s) to the Transferring Stockholder, but in any event within thirty fifteen (3015) days following after the expiration of the Election Period. Subject If the Company and the other holders of Stockholder Shares, collectively, do not elect to Section 5 hereofpurchase all of the Transfer Shares, the Company and/or CHS shall pay for Transferring Stockholder may, during the Executive Securities offered by 90-day period following the Transferring Holder by delivery expiration of a cashier's check or wire the Election Period (but not at any time thereafter), transfer of immediately available funds. The purchasers of Executive Securities offered pursuant to this Section 2B to the transferee(s) identified in the Offer Sale Notice hereunder all, but not less than all, of the Transfer Shares for a cash purchase price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice. Any Transfer Shares not transferred within such 90-day period shall be entitled subject to receive customary representations the provisions of this Section in connection with any subsequent Transfer or proposed Transfer. (iii) For purposes of this Section 2B, Executive Stock or Common Stock issuable upon exercise of employee stock options which have not vested and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature become exercisable shall be deemed not to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice.Stockholder Shares

First Refusal Right. If any Holder desires (a) Tenant shall have a one-time right of first refusal (a “First Refusal Right”) to Transfer any Executive Securities other than lease certain premises that are located in an Exempt Transaction or a transaction pursuant to Section 6(c)Suite 315 of the Building, such Holder as more particularly shown on Exhibit C attached hereto (the "Transferring Holder"“First Refusal Space”) shall deliver a written notice (the "Offer Notice") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in at such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase time as all or any portion of the Executive Securities specified First Refusal Space becomes vacant and available for lease during the Term. Tenant’s First Refusal Right shall be triggered by Landlord’s receipt of a bona fide offer to lease the vacant and available First Refusal Space (“Bona Fide Offer”) from a third party that Landlord is willing to accept. Upon receipt of such Bona Fide Offer, Landlord shall provide notice to Tenant of such receipt (“Landlord’s Lease Notice”) together with the terms and conditions of the Bona Fide Offer. Tenant shall have five (5) business days after Tenant’s receipt of Landlord’s Lease Notice to exercise its First Refusal Right to lease all, but not a part of, the First Refusal Space described in Landlord’s Lease Notice. If Tenant does not deliver its notice of intent to lease such First Refusal Space within five (5) business days after Tenant’s receipt of Landlord’s Lease Notice, then Tenant’s First Refusal Right will lapse and be of no further force and effect and Landlord may lease the First Refusal Space to a third party on the same or any other terms and conditions, whether or not such terms and conditions are more or less favorable than those offered to Tenant; provided, however, that if the base rent to be paid by such party for the First Refusal Space (factoring in any applicable rent abatements or concessions) or other economic terms are more than ten percent (10%) more favorable (“Better Terms”) than the terms initially offered in the Bona Fide Offer Notice accompanying Landlord’s Lease Notice, Landlord shall offer the First Refusal Space to Tenant at the price Better Terms in accordance with the procedure contained in this Section 6 before leasing the First Refusal Space to such third party, provided that Tenant shall deliver its notice of intent to lease the First Refusal Space at such Better Terms within three (3) business days after Tenant’s receipt of Landlord’s notice. Time is of the essence with respect to the provisions of this Section 6. (b) Notwithstanding anything herein to the contrary, Tenant shall have no First Refusal Right and Landlord need not provide Tenant with Landlord’s Lease Notice, if: (i) Tenant is in default beyond applicable notice and cure periods under this Lease at the time Landlord would otherwise deliver the Landlord’s Lease Notice; (ii) the Premises, or more than 25% of the Premises, is sublet to an entity other than a Related Company at the time Landlord would otherwise deliver the Landlord’s Lease Notice; (iii) the Lease has been assigned to an entity other than a Related Company prior to the date Landlord would otherwise deliver the Landlord’s Lease Notice; or (iv) Tenant or a Related Company is not occupying the Premises on the date that Landlord would otherwise deliver the Landlord’s Lease Notice. The rights of Tenant hereunder with respect to the First Refusal Space shall terminate on the earlier to occur of: (x) Tenant’s failure to exercise its First Refusal Right within five (5) business days after Tenant’s receipt of Landlord’s Lease Notice (subject to Landlord’s obligation to re-offer the First Refusal Space as set forth in Section 6(a) above), and (y) the date that Landlord would have provided Tenant the Landlord’s Lease Notice if one or more of the conditions set forth above is satisfied. (c) If Tenant exercises its First Refusal Right as provided above, the term for the applicable First Refusal Space shall commence upon the commencement date stated in the Landlord’s Lease Notice and thereupon such First Refusal Space shall be considered a part of the Premises, provided that all of the terms stated in the Landlord’s Lease Notice shall govern Tenant’s leasing of such First Refusal Space and only to the extent that they do not conflict with the Landlord’s Lease Notice, the terms and conditions of this Lease shall apply to such First Refusal Space. The First Refusal Space (including improvements and personal property, if any) shall be accepted by Tenant in its “as-is” condition and as-built configuration existing on the earlier of the date Tenant takes possession of the First Refusal Space or as of the date the term for such First Refusal Space commences, unless the Landlord’s Lease Notice specifies any work to be performed by Landlord in the First Refusal Space, in which case Landlord shall perform such work in the First Refusal Space. If Tenant exercises its First Refusal Right, Landlord shall prepare an amendment (the “Expansion Amendment”) adding the First Refusal Space to the Premises on the terms specified therein by delivering written set forth in the Landlord’s Lease Notice and reflecting the changes in Base Rent, Tenant’s Percentage Share and other appropriate terms. A copy of the Expansion Amendment shall be (i) sent to Tenant within a reasonable time after receipt of the Tenant’s notice exercising its First Refusal Right, and (ii) subject to Landlord’s and Tenant’s agreement regarding the form of such election amendment, executed by Tenant and returned to the Transferring Holder as soon as practicalLandlord within ten (10) business days thereafter, but in any event within thirty (30) days following the delivery an otherwise valid exercise of the Offer Notice (First Refusal Right contained herein shall, at Landlord’s option, be fully effective whether or not the "Company Offer Period")Expansion Amendment is executed. (iid) If Notwithstanding anything herein to the Company has not elected to purchase all contrary, if the First Refusal Space becomes available during the last six (6) months of the Executive Securities within Renewal Term, Tenant may not exercise its First Refusal Right unless it simultaneously exercises its Extension Option set forth herein. (e) Notwithstanding anything set forth in this Lease to the contrary, the First Refusal Right set forth in this Section 6 shall be personal to iRhythm Technologies, Inc., as Tenant, and any Related Company Offer Periodto which iRhythm Technologies, then CHS Inc. has assigned this Lease as permitted in accordance with the Lease and may elect to purchase all only be exercised by iRhythm Technologies, Inc. or any portion of the Executive Securities Related Company described above, and may not elected to be purchased exercised by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practicalany other assignee, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any sublessee, or other transferee of the Executive Securities offered by the Transferring HolderiRhythm Technologies, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but Inc.’s interest in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Noticethis Lease.

First Refusal Right. If (i) Subject to Sections 5(c) and 6, to the extent the WCAS Majority Holders consent to such Transfer, at least 30 days prior to any Holder desires to Transfer of any Executive Securities Stockholder Shares (other than in an Exempt Transaction Transfer or a transaction Transfer pursuant to Section 6(c)a Sale of the Company) by a Management Stockholder or Co-Investor, such Holder the transferring Management Stockholder or Co-Investor (the "“Transferring Holder"Stockholder”) shall deliver a written notice (the "Offer a “First Refusal Notice"”) to the Company holders of WCAS Shares and, in the case of a proposed Transfer by a Management Stockholder, to the Co-Investors. With respect to any such notice, (i) in the case of any proposed Transfer by a Co-Investor, the holders of WCAS Shares are collectively referred to as the “Offerees,” and CHS. (ii) in the case of any proposed Transfer by a Management Stockholder, the holders of WCAS Shares and the Co-Investors are collectively referred to as the “Offerees.” The Offer First Refusal Notice shall disclose in reasonable detail the identity proposed number of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities Stockholder Shares to be transferred and (such shares being herein referred to as the “Subject Shares”), the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy identity of the written offer to purchase Executive Securities received by himproposed transferee(s). The delivery by Transferring Stockholder will not deliver a First Refusal Notice to the Transferring Holder Offerees unless and until it has received a bon fide offer from the named proposed transferee(s) to effect the Transfer in question. The purchase price specified in any First Refusal Notice shall be payable solely in cash at the closing of the Offer Notice shall create the following two (2) options:transaction or in installments over time. (iii) FirstAfter receipt of a First Refusal Notice, the Board, acting in good faith, each Offeree may elect to cause the Company to purchase all or any a portion of the Executive Securities Subject Shares specified in the Offer First Refusal Notice at the price and on the terms specified therein therein, by delivering written notice of such election (the “Election Notice”) to the Transferring Holder Stockholder within 20 days (the “Election Period”) after delivery of the First Refusal Notice (each such electing Offeree being referred to herein as soon as practical, but in any event within thirty (30) an “Electing Offeree”). Such Election Notice shall constitute a firm offer to purchase the Subject Shares and shall remain open for a minimum of 90 days following the delivery expiration of the Offer Election Period. Each Offeree shall be entitled to purchase a number of Subject Shares equal to the product of (i) the quotient determined by dividing (A) the number of Stockholder Shares owned by such Offeree by (B) the aggregate number of Stockholder Shares owned by all Offerees (excluding for this purpose any Stockholder Shares of any Offeree underlying options or convertible securities that have not been exercised or converted), multiplied by (ii) the aggregate number of Subject Shares. In addition, each Electing Offeree that designated in its Election Notice that it desires to acquire Subject Shares that other Offerees declined to purchase shall be entitled to purchase an additional number of Subject Shares equal to the product of (i) the "Company Offer Period"quotient determined by dividing (A) the number of Stockholder Shares owned by such Electing Offeree by (B) the aggregate number of Stockholder Shares owned by all Electing Offerees (excluding for this purpose any Stockholder Shares of any Electing Offeree underlying options or convertible securities that have not been exercised or converted), multiplied by (ii) the aggregate number of Subject Shares that other Offerees declined to purchase. Thereafter, any unallocated Subject Shares specified in the First Refusal Notice will be further allocated in a similar manner as may be necessary until all of the Subject Shares have been allocated; provided, that in any event, no Electing Offeree will be allocated more than the maximum number of Subject Shares that such Electing Offeree specified in its Election Notice. (iiiii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer PeriodOfferees, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practicalaggregate, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase from the Transferring Stockholder all or any but not less than all of the Executive Securities offered by the Transferring HolderSubject Shares, then the Transfer of such Executive Securities shares to the Company or CHS, as the case may be, Offerees shall be consummated as soon as practical after the delivery of the election noticesElection Notice(s) to the Transferring Stockholder, but in any event within thirty ten (3010) days following after the expiration of the Election Period. If the Electing Offerees have not elected to purchase all of the Subject to Section 5 hereofShares being offered, the Company and/or CHS shall pay for the Executive Securities offered by then the Transferring Holder by delivery Stockholder may, within 90 days after the expiration of a cashier's check or wire transfer the Election Period, Transfer all of immediately available funds. The purchasers of Executive Securities offered the Subject Shares to the proposed transferee(s) named in the Offer First Refusal Notice hereunder at the price specified in the First Refusal Notice and on terms no more favorable to the proposed transferee(s) than those specified in the First Refusal Notice. If such Subject Shares are not so transferred within such 90-day period, than they shall be entitled reoffered to receive customary representations and warranties as the Offerees under this Section 5(a) prior to ownership, title, authority any subsequent Transfer (other than an Exempt Transfer or a Transfer pursuant to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase a Sale of the Executive Securities offered in the Offer NoticeCompany).

First Refusal Right. If At least 30 days prior to making any Holder desires to Transfer of any Executive Securities Stockholder Shares (other than in an Exempt Transaction a Public Sale or a transaction pursuant to Permitted Transfer under Section 6(c3(c) above), such Holder a Stockholder (the "Transferring HolderStockholder") shall deliver a written notice (the an "Offer Notice") to the Company and CHSeach other Stockholder. The Offer Notice shall disclose in reasonable detail the identity proposed number of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities Stockholder Shares to be transferred and transferred, the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy identity of the written offer to purchase Executive Securities received by himprospective transferee(s) (if known). The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, Company may elect to cause the Company to purchase all or any portion (but not less than all) of the Executive Securities Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder Stockholder and the other Stockholders as soon as practical, practical but in any event within thirty (30) ten days following after the delivery of the Offer Notice (the "Company Offer Period"). (ii) Notice. If the Company has not elected to purchase all of the Executive Securities Stockholder Shares within such ten-day period, each Stockholder (together with the Company Offer Period, then CHS if the Stockholders electing to purchase Stockholder Shares consent to the Company's participation in such purchase) may elect to purchase all (but not less than all) of his, her or any portion its Pro Rata Share (as defined below) of the Executive Securities not elected to be purchased by Stockholder Shares specified in the Company Offer Notice at the price and on the terms specified in the Offer Notice therein by delivering written notice of such election to the Transferring Holder Stockholder as soon as practical, practical but in any event within sixty (60) 15 days following the after delivery of the Offer Notice. If Any Stockholder Shares not elected to be purchased by the Company and/or CHS end of such 15-day period shall be reoffered for the five-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Stockholders who have elected to purchase all or their Pro Rata Share and, if there are any of such Stockholder Shares remaining after such allocation, the Executive Securities offered by Company shall have the right to purchase such remaining Stockholder Shares; provided that in each case the Transferring Holder, the Transfer Stockholder receives notice of such Executive Securities to Stockholder's and/or the Company's election during the Election Period. If the Company or CHSany Stockholder elects to purchase Stockholder Shares from the Transferring Stockholder, as the case may be, transfer of such shares shall be consummated as soon as practical after the delivery of the election noticesnotice(s) to the Transferring Stockholder, but in any event within thirty (30) 15 days following after the expiration of the Election Period. Subject To the extent that the Company and the Stockholders other than the Transferring Stockholder have not elected to Section 5 hereofpurchase all of the Stockholder Shares being offered, the Company and/or CHS shall pay for Transferring Stockholder may, within 90 days after the Executive Securities offered by expiration of the Transferring Holder by delivery Election Period and subject to the provisions of paragraph 3 above, transfer such Stockholder Shares to one or more third parties at a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered price no less than the price per share specified in the Offer Notice hereunder shall be entitled and on other terms no more favorable to receive customary representations and warranties as the transferees thereof than offered to ownership, title, authority to sell the Company and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Stockholders other than the Transferring Stockholder under this paragraph 4 prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. Other than Permitted Transfers under Section 3(c) and pledges permitted pursuant to the parenthetical set forth in the proviso of the initial sentence of Section 3(a), no Stockholder Shares may be pledged without the prior written consent of the Stockholders which consent may be withheld in their sole discretion and except on terms and conditions satisfactory to the Original Stockholder. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Stockholder Shares owned by the Stockholders. The provisions of this paragraph 4 shall terminate automatically and be of no further force and effect upon a Public Offering.

First Refusal Right. If any Holder Securityholder (the “Transferor”) desires to Transfer any Executive Securities Securities, other than in pursuant to an Exempt Transaction or a transaction pursuant to Section 6(c)Transfer, such Holder (the "Transferring Holder") Transferor shall deliver a written notice (the "“Offer Notice"”) to the Company Fund and CHSeach Co-Investor (each a “Purchaser” and, together, the “Purchasers”), and the Company. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, including all parties holding controlling interests (directly or indirectly) in such proposed transfereetransferee of which they are aware), the proposed number, amount and type of Executive Securities to be transferred Transferred, and the material proposed terms with respect to price (and conditions of the Transfer and any other material information reasonably requested by the Board or CHS confirmation that such price is to be paid all in cash) and shall include a true complete and correct accurate copy of the written offer or proposal to purchase Executive Securities received by him. The delivery by the Transferring Holder of Transferor. (a) If the Board, in writing, approves such Transfer in accordance with the Offer Notice shall create the following two (2) optionsNotice: (i) FirstThe Company, the Board, acting in good faithfirst, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice (the “Offered Securities”) at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder Transferor as soon as practical, but in any event within thirty ninety (3090) days following the delivery of the Offer Notice (the "“Company Offer Period"”).; and (ii) If the Company has not elected to purchase all of the Executive Offered Securities within the Company Offer Period, then CHS the Purchasers may elect to purchase all or any portion (but not less that all) of the Executive Offered Securities not elected to be purchased by the Company on a pro rata basis (based on the number of Shares owned by such Purchaser, divided by the aggregate number of Shares owned by all Purchaser) at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder Transferor as soon as practical, but in any event within sixty one hundred twenty (60120) days following the delivery of the Offer Notice. In the event that any of the Co-Investors elect to purchase less than its pro rata share of the Offered Securities, then the Fund shall be entitled to purchase the remainder of such Offered Securities, until all such Offered Securities have been elected to be purchased. (b) If the Company and/or CHS or the Purchasers have elected to purchase all or any (but not less than all) of the Executive Securities offered by the Transferring HolderOffered Securities, the Transfer of such Executive the Offered Securities to the Company or CHSthe Purchasers, as the case may be, shall be consummated as soon as practical after following the delivery of the election notices, but in any event within thirty one hundred eighty (30180) days following the expiration delivery of the Offer Notice by the Transferor (the “Election Period”). Subject to Section 5 hereof, The Company or the Company and/or CHS Purchasers shall pay for the Executive Offered Securities offered by the Transferring Holder by delivery of a cashier's ’s check or wire transfer of immediately available fundsfunds (or by offset against any amounts owed by the Transferor to the Company Group or the Purchasers). The purchasers of Executive any Offered Securities offered in the Offer Notice hereunder pursuant to this Article III shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder Transferor regarding such sale, to require the Holder's signature to be guaranteed sale and to receive such other evidence, including applicable inheritance and estate tax waivers, as may be reasonably be necessary (in the purchaser’s judgment) to effect the purchase of the Executive Offered Securities. (c) If the Company and/or the Purchasers (i) have not collectively elected to purchase all of the Offered Securities or (ii) have failed to consummate such purchase within the Election Period (other than as a result of a breach of the provisions of this Agreement by the Transferor), the options set forth in Section 3.2(a) above shall be deemed not to have been exercised and such Transferor may, within sixty (60) days following the earlier of (x) the expiration of the Election Period, and (y) the lapse or waiver of all options to purchase the Offered Securities set forth in Section 3.2(a), Transfer all or any portion of the Offered Securities to the party or parties named in the Offer Notice at a price no less than the price specified in the Offer Notice and on other terms no more favorable in the aggregate to the transferees than those offered to the Company and the Purchasers in the Offer Notice. Any Offered Securities not Transferred within such sixty (60) day-period shall be subject to the provisions of this Article III with respect to any subsequent Transfer.

First Refusal Right. (i) If any Holder desires to Transfer any Executive Securities other than in Shareholder (an Exempt Transaction or "Offeror") shall receive a transaction pursuant to Section 6(c), such Holder written offer from a third party (the "Transferring HolderBona Fide Offer") shall to purchase any of its Covered Shares that would constitute a Non-Exempt Transfer and desires to accept the same, then, at least 25 Business Days before making any such Non-Exempt Transfer (the "First Offer Election Period"), the Transferor will deliver a written notice accompanied by a copy of the Bona Fide Offer (the "First Offer Notice") to the Holding Company and CHSto all other Shareholders (the "Offerees"). The First Offer Notice shall will specify the proposed number of Covered Shares to be the subject of such Transfer (the "Offered Shares") and disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested Transfer. Unless otherwise agreed by the Board or CHS and shall include a true and correct copy Offeror, the purchase price for any such Transfer must be payable solely in cash at the closing of the written offer transaction. For purposes of this Section 3(b), the value of any securities or other non-cash consideration to purchase Executive Securities be received by him. The delivery by the Transferring Holder Offeror as part of the Offer Notice Non-Exempt Transfer shall create be established by an independent appraisal or an opinion of a nationally recognized investment banking or valuation firm obtained at the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion expense of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period")Offeror. (ii) If The Holding Company and the Company has not elected Offerees shall have the right to purchase all (but not less than all) of the Executive Securities within the Company Offer PeriodOffered Shares, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the First Offer Notice (the "First Offer Right") by delivering written notice of such election (the "First Offer Election Notice") to the Transferring Holder Offeror as soon as practical, but provided in any event within sixty (60) days following the delivery this Section 3(b)(ii). Within 25 Business Days after receipt of the First Offer NoticeNotice (the "Election Period"), the Holding Company shall give written notice to the Offeror and the Offerees of the number of Offered Shares it has elected to purchase. If the Holding Company and/or CHS have elected does not elect to purchase all or any of the Executive Securities offered by Offered Shares within the Transferring HolderElection Period, the Transfer of such Executive Securities to the Company or CHSOfferees, as the case may be, shall be consummated as soon as practical within five Business Days after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period, shall give written notice to the Holding Company and the Offeror of the number of Offered Shares they have elected to purchase. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder Each Offeree shall be entitled to receive customary representations elect to purchase his pro rata portion of the Offered Shares that the Holding Company has not elected to purchase, and warranties as if any Offeree does not elect to ownershippurchase his pro rata portion of the Offered Shares, titleeach electing Offeree shall be entitled to purchase all of the remaining Offered Shares; provided that if in -------- the aggregate such Offerees elect to purchase more than the remaining Offered Shares, authority to sell such remaining Offered Shares purchased by each such electing Offeree will be reduced on a pro rata basis. The pro rata basis will be based on the number of Common Shares then held by such Offeree. (iii) If the Holding Company and the like from Offerees have elected to purchase all Offered Shares, the Holder regarding transfer of such saleshares will be consummated as soon as practicable (but in any event within 25 Business Days) after the later of (i) the delivery of the First Offer Election Notice by the Holding Company if it has elected to purchase all of the Offered Shares, or (ii) the delivery of the First Offer Election Notice by the Offerees if they alone, or together with the Holding Company, have elected to require purchase all of the Holder's signature Offered Shares. If the Holding Company and the Offerees have not elected to purchase all of the Offered Shares, the Transferor may, within 90 days after the expiration of the First Offer Election Period, transfer all (but not less than all) such Offered Shares to one or more Third Parties at the same or higher price and on terms not more favorable in the aggregate to the transferee(s) than offered to the Offerees in the First Offer Notice; provided, that prior to such Transfer, such transferees shall have -------- agreed in writing to be guaranteed bound by the provisions of this Agreement and shall have delivered to receive the Holding Company an executed counterpart of this Agreement. Any Offered Shares not transferred within such other evidence90-day period will be subject to the provisions of this Section 3 upon subsequent transfer. (iv) Notwithstanding the foregoing, including applicable inheritance and estate tax waivers, as may reasonably be necessary unless the Offeror shall have consented to effect the purchase of less than all of the Executive Securities offered in Offered Shares, no Offeree may purchase any Offered Shares unless all of the Offer NoticeOffered Shares are to be purchased.

First Refusal Right. If A Stockholder may only Transfer ------------------- Stockholder Shares to a Category I or Category II Company if the following conditions are met: (i) At least 45 days prior to making any Holder desires Transfer of any Stockholder Shares to Transfer any Executive Securities other than in an Exempt Transaction a Category I or a transaction pursuant to Section 6(c)Category II Company, such Holder the transferring Stockholder (the "Transferring HolderStockholder") shall deliver a written notice (the "Offer Notice") to the Company Company, the Investor and CHS. The Offer Notice shall disclose the Other Stockholders, specifying in reasonable detail the proposed number and class of Stockholder Shares to be transferred, the identity of the proposed transferee(s) (includingof such shares, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms (including price and whether paid in one lump sum or in installments) and conditions of the Transfer and any other material information reasonably requested by (the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options:"Minimum Sale Terms"). (iii) First, the Board, acting in good faith, The Company may elect to cause the Company purchase up to purchase all or any portion of the Executive Securities Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder Stockholder as soon as practical, practical but in any event within thirty (30) 10 days following after the delivery of the Offer Notice (the "Company Offer Period")Notice. (iiiii) If the Company has not elected to purchase all of the Executive Securities Stockholder Shares within such 10-day period, the Company Offer Period, then CHS Investor and the Other Stockholders may elect to purchase all or any portion (but not less than all) of the Executive Securities applicable class(es) of such Stockholder Shares not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder Stockholder as soon as practical, but in any event within sixty (60) 30 days following the after delivery of the Offer Notice. If the Company and/or CHS Investor and the Other Stockholders have in the aggregate elected to purchase more than the number of Stockholder Shares being offered by the Transferring Stockholder and not being purchased by the Company, the shares shall be allocated among the Investor and the Other Stockholders electing to purchase shares according to such Person's pro rata share. Each Person's pro rata share for this Section --- ---- --- ---- ------- 3(b)(iii) shall equal the product of (x) the quotient determined by dividing the --------- percentage of Stockholder Shares (on an as converted basis) owned by such Person by the aggregate percentage of Stockholder Shares (on an as converted basis) owned by the Investor and such Other Stockholders who have elected to participate in such Transfer and (y) the number of Stockholder Shares (on an as converted basis) to be sold in the contemplated Transfer. (iv) If the Company, the Investor or any Other Stockholders have elected to purchase all or any of the Executive Securities offered by Stockholder Shares from the Transferring HolderStockholder, the Transfer transfer of such Executive Securities to the Company or CHS, as the case may be, shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) 45 days following after the expiration delivery of the Election PeriodOffer Notice. Subject to Section 5 hereofIf the Company, the Company and/or CHS shall pay for Investor and the Executive Securities offered by Other Stockholders have not elected to purchase all of the Stockholder Shares being offered, the Transferring Holder by Stockholder may, within 120 days after the delivery of the Offer Notice, transfer such Stockholder Shares to one or more Category I or Category II Companies at a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered price no less than the price per share specified in the Offer Notice hereunder shall be entitled and on other terms no more favorable to receive customary representations and warranties as the transferees than offered to ownershipthe Company, title, authority to sell the Investor and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered Other Stockholders in the Offer Notice. (v) The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be pledged without the prior written consent of the Company, which consent may not be unreasonably withheld.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring HolderTRANSFERRING HOLDER") shall deliver a written notice (the "Offer NoticeOFFER NOTICE") to the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect (in its sole discretion) to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein (provided, however, that any promissory note given by the Company pursuant to the terms of this Section 6 shall be subordinated to indebtedness owed to financial institutions on terms reasonably acceptable to such financial institutions) by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer PeriodCOMPANY OFFER PERIOD"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect (in its sole discretion) to purchase all or any portion (but not less than all) of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any (but not less than all) of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or and/or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed sale and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice. Notwithstanding anything to the contrary herein contained, if the Company and CHS collectively have elected to purchase less than all of the Executive Securities offered by the Transferring Holder, then the Company and CHS shall be deemed to have elected not to purchase any of the Executive Securities offered by the Transferring Holder pursuant to this Section 6.

First Refusal Right. If (i) Subject to Section 2D, at least thirty (30) days prior to any Holder desires to Transfer of any Executive Securities Stockholder Shares by a Stockholder (other than in an Exempt Transaction or (a) any Transfer of any Stockholder Shares by WS, (b) a transaction Transfer by a Stockholder other than WS pursuant to the exercise of its rights under Section 6(c2C below or (c) redemptions of Preferred Stock in accordance with the Company's Certificate of Incorporation) (a "Transferring Stockholder"), such Holder (the "Transferring Holder") Stockholder shall deliver a written notice (the "Offer Sale Notice") to the Company and CHSthe other holders of Stockholder Shares. The Offer Sale Notice shall disclose in reasonable detail the identity proposed number of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type each class of Executive Securities Stockholder Shares to be transferred and (the "Transfer Shares"), the proposed terms and conditions of the Transfer Transfer, including the proposed price per share for each class of Stockholder Shares to be transferred, and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy identity of the written offer prospective transferee(s). No such Transfer shall be consummated unless such prospective transferee(s) is reasonably acceptable to purchase Executive Securities received by him. The delivery by the Transferring Holder Majority ▇▇ ▇▇▇▇▇▇, and no such Transfer shall be consummated prior to the earlier to occur of (a) the date on which the parties to the Transfer have been finally determined pursuant to this Section 2B and (b) the date of expiration of the Offer Notice shall create 30-day period (the following two (2"Election Period") options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery to the Company and the other Stockholders of the Offer Sale Notice (the "Company Offer Period")applicable to such Transfer. (ii) If the The Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company Transfer Shares at the same price and on the same terms specified in the Offer Sale Notice by delivering written notice of such election to the Transferring Holder Stockholder and the other holders of Stockholder Shares as soon as practical, practical but in any event within sixty ten (6010) days following after the delivery of the Offer Sale Notice. If for any reason the Company and/or CHS have elected does not elect within such ten-day period to purchase all or any portion of such Transfer Shares, then unless the Majority ▇▇ ▇▇▇▇▇▇ directs otherwise by written notice to the Company, the other holders of Stockholder Shares may elect to purchase, at the same price and on the same terms and conditions specified in the Sale Notice, all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares") by delivering written notice of such election to the Transferring Stockholder and the Company as soon as practical but in any event within twenty (20) days after delivery of the Executive Securities offered by Sale Notice. If the Transferring Holderaggregate number of shares which other holders of Stockholder Shares so elect to purchase exceeds the number of Available Shares, the Transfer Available Shares will be allocated among such electing holders pro rata according to the number of Stockholder Shares on a Fully Diluted Basis owned by such Executive Securities to electing holders. If the Company or CHSthe other holders of Stockholder Shares have elected to purchase any Transfer Shares pursuant to this Section 2B, as the case may be, such Transfer(s) shall be consummated as soon as practical after the delivery of the election noticesnotice(s) to the Transferring Stockholder, but in any event within thirty fifteen (3015) days following after the expiration of the Election Period. Subject If the Company and the other holders of Stockholder Shares, collectively, do not elect to Section 5 hereofpurchase all of the Transfer Shares, the Company and/or CHS shall pay for Transferring Stockholder may, during the Executive Securities offered by 90-day period following the Transferring Holder by delivery expiration of a cashier's check or wire the Election Period (but not at any time thereafter), transfer of immediately available funds. The purchasers of Executive Securities offered pursuant to this Section 2B to the transferee(s) identified in the Offer Sale Notice hereunder all, but not less than all, of the Transfer Shares for a cash purchase price no less than the price specified in the Sale Notice and on other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice. Any Transfer Shares not transferred within such 90-day period shall be entitled subject to receive customary representations the provisions of this Section in connection with any subsequent Transfer or proposed Transfer. (iii) For purposes of this Section 2B, Executive Stock or Common Stock issuable upon exercise of employee stock options which have not vested and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature become exercisable shall be deemed not to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice.Stockholder Shares

First Refusal Right. If any Holder desires Except as provided in Section 7.1.3 hereof, if, at anytime a Member shall desire to Transfer all or any Executive Securities other than in an Exempt Transaction portion of its Membership Interest or a transaction Economic Interest (or any part thereof or beneficial interest therein), including by NHP/PMB pursuant to Section 6(cthe exercise of its rights under the Put Agreement (such offered interest being hereinafter referred to as the “ROFO Interest”), such Holder it shall first offer the ROFO Interest to the other Members in accordance with this Section 7.1.2 (the "“Right of First Refusal”). In such event, the Transferring Holder") Member shall first deliver to the other Members a written notice (the "“ROFO Offer Notice"”) stating (a) the exact interest to be Transferred as the Company and CHS. The Offer Notice shall disclose in reasonable detail ROFO Interest, (b) the identity name of the proposed transferee(sAssignee, (c) the purchase price, and (includingd) the terms for payment; provided, without limitationhowever, all parties holding controlling interests in such proposed transferee)that if NHP/PMB shall exercise its rights under the Put Agreement, then the proposed number, amount and type of Executive Securities ROFO Offer Notice to be transferred and delivered to the proposed terms and conditions other Members shall be a written notice of NHP/PMB’s exercise of its rights under the Put Agreement, together with the purchase price to be paid by PMB, LLC (or its assignee) thereunder. Within fifteen (15) days after receipt of the Transfer and ROFO Offer Notice, any other material information reasonably requested by the Board one (1) or CHS and shall include a true and correct copy more of the written offer other Members may, at their option, exercisable in writing by an irrevocable notice, elect to purchase Executive Securities received by him. The delivery by the Transferring Holder of ROFO Interest for the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written set forth in the ROFO Offer Notice, which purchase shall be consummated within forty-five (45) days of the delivery of the notice of such election (or such earlier or later date as the Members may agree). The closing of such a purchase shall be held at the principal office of the Company and the owner of the ROFO Interest being sold shall transfer such interest free and clear of all liens, security interests and competing claims and shall deliver such instruments of transfer and such evidence of due authorization, execution and delivery and of the absence of any such liens, security interests or competing claims as the purchaser hereunder shall reasonably request. If more than one Member elects to purchase the offered ROFO Interest pursuant to the Right of First Refusal, the right to purchase such ROFO Interest shall be apportioned to such electing Members in proportion to their Percentage Interests, or in such different proportions as may be agreed on by them in writing, provided that all of the ROFO Interest offered pursuant to the ROFO Offer Notice must be purchased. All the Members who exercise the Right of First Refusal hereunder, shall only be severally liable for the purchase price in the proportion of their purchase; provided, however, that should any Member fail to purchase their agreed upon or designated share of the offered ROFO Interest, the other electing Members shall purchase their prorata portion of such ROFO Interest (so that the entire ROFO Interest is purchased). If none of the other Members elect to purchase the ROFO Interest pursuant to the Right of First Refusal provided in this Section 7.1.2, then the Transferring Holder Member may Transfer the Membership Interest or Economic Interest being offered to the proposed Assignee in the ROFO Offer Notice to such Assignee. Nevertheless, except as soon otherwise provided in Section 7.1.3 hereof, the Assignee shall become a Substituted Member only with the consent of the Managing Member, or, if the Managing Member is the Transferring Member, with the consent of a Majority of the Non-Managing Members, which consent, in either such case, may be given or withheld in each such Member’s sole and absolute discretion. In the event that NHP/PMB, as practicalManaging Member, but in any event seeks the consent of a Majority of Non-Managing Members under the preceding sentence with respect to an Assignee other than PMB, LLC, and such consent is not provided within thirty (30) days following days, NHP/PMB shall be permitted to Transfer all of its Membership Interest to PMB, LLC in accordance with Section 7.1.3(d) hereof (provided that if NHP/PMB’s entire Membership Interest is greater than the delivery ROFO Interest previously offered, then such Transfer of NHP/PMB’s entire Membership Interest shall first be subject to another Right of First Refusal in accordance with the Offer Notice (the "Company Offer Period"terms of this Section 7.1.2). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer Notice.

First Refusal Right. If any Holder desires to Transfer any Executive Securities other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder (the "Transferring Holder") shall deliver a written notice (the "Offer Notice") to the The Company and CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed transferee(s) (including, without limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within thirty (30) days following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company Transfer Shares at the price and on the terms specified in the Offer Sale Notice by delivering written notice of such election to the Transferring Holder Stockholder and the holders of Investor Shares as soon as practical, practical but in any event within sixty (60) ten days following after the delivery of the Offer Sale Notice. If the Company and/or CHS has not elected to purchase all of such Transfer Shares within such ten-day period, then unless the Majority WS Holders direct otherwise by written notice to the Company, the holders of Investor Shares may elect to purchase all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares"), at the price and on the terms and conditions specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after delivery of the Sale Notice. If more than one holder of Investor Shares elects to purchase the Available Shares, the Available Shares will be allocated among such electing holders pro rata according to the number of Stockholder Shares on a Fully Diluted Basis owned by such electing holders. If the Company or the holders of Investor Shares have elected to purchase all or any of the Executive Securities offered by the Transferring HolderTransfer Shares pursuant to this Section 2B, the Transfer of such Executive Securities to the Company or CHS, as the case may be, Transfer(s) shall be consummated as soon as practical after the delivery of the election noticesnotice(s) to the Transferring Stockholder, but in any event within thirty (30) 15 days following after the expiration of the Election Period. Subject To the extent that the Company and the holders of Investor Shares have not elected to Section 5 hereofpurchase, collectively, all of the Transfer Shares, the Company and/or CHS shall pay for Transferring Stockholder may, during the Executive Securities offered by 90-day period following the Transferring Holder by delivery expiration of a cashier's check or wire the Election Period (but not at any time thereafter) and subject to the provisions of Section 2C below, transfer pursuant to this Section 2B all of immediately available funds. The purchasers of Executive Securities offered the Transfer Shares specified in the Offer Sale Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered transferee(s) identified in the Offer Sale Notice for (i) an amount of cash no less than the price specified in the Sale Notice and (ii) other terms no more favorable to the transferee(s) thereof than specified in the Sale Notice.

First Refusal Right. If If, at any Holder desires time during the term of this Lease, ------------------- Landlord receives and wishes to Transfer any Executive Securities accept a bona fide written offer from a person --------- or entity other than in an Exempt Transaction or a transaction pursuant to Section 6(c), such Holder Tenant (the "Transferring Holder") shall deliver a written notice (the "Offer NoticeOfferor") to purchase the Company and CHS. The Offer Notice shall disclose in reasonable detail the identity Site or either or both of the proposed transferee(s) (includingFirst Refusal Buildings, without limitationand if Tenant is not then in default under this Lease, all parties holding controlling interests in such proposed transferee), the proposed number, amount and type of Executive Securities to be transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the Board or CHS and Landlord shall include a true and correct copy of the written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall create the following two (2) options: (i) First, the Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering give written notice of such election offer to Tenant, specifying the Transferring Holder as soon as practical, but in any event within thirty (30) days following material terms on which the delivery of the Offer Notice Offeror proposes to purchase such building or specified portion thereof (the "Company Offer PeriodOffered Property"). (ii) If , and shall offer to Tenant the Company has not elected opportunity to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and Offered Property on the terms specified in Landlord's notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is --------- contained in a letter of intent or other writing signed by the Offer Notice Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by delivering Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord's said notice and such election other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord's offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Transferring Holder as soon as practicalOfferor, but in at any event time within sixty one hundred eighty (60180) days following after Tenant's failure to accept Landlord's offer, at a price and on other terms and conditions not more favorable to the delivery Offeror than the price and other terms of the Offer Noticeoriginal offer specified in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not sell the Company and/or CHS have elected to purchase all or any of the Executive Securities offered by the Transferring Holder, the Transfer of such Executive Securities Offered Property to the Company or CHSOfferor within one hundred eighty (180) days, as this First Refusal Right shall reattach to the case may be, shall be consummated as soon as practical after the delivery of the election notices, but in any event within thirty (30) days following the expiration of the Election Period. Subject to Section 5 hereof, the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase of the Executive Securities offered in the Offer NoticeOffered Property.