Common use of Refusal Rights Clause in Contracts

Refusal Rights. If the Optionee desires to sell all or any part of the -------------- shares acquired under this option (including any securities received in respect thereof pursuant to recapitalizations and the like), and an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth his desire to sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an option to purchase any or all of such shares specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, the Optionee shall sell to the Company at the price and terms indicated in the Bona Fide Offer within 60 days from the date of receipt by the Company of the Option Notice. The Company's purchase rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company for 60 days after the expiration of the 30-day period during which the Company may give the aforesaid counter-notice; provided, however, that the -------- ------- Optionee shall not sell such shares to the Offeror if, in the sole opinion of the Company, the Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares shall remain subject to the terms of this Article 16. The refusal rights of the Company set forth above shall remain in effect until such time, if ever, as a distribution to the public is made of shares of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the refusal rights set forth herein will automatically expire.

Refusal Rights. If the Optionee desires to sell all or any part The rights of the -------------- shares acquired a Rights Holder under this option (including any securities received in respect thereof pursuant to recapitalizations and the like), and an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shallSection 3 hereof may be assigned by such Rights Holder only to: (i) obtain a transferee who acquires from such Rights Holder (or such Rights Holder’s permitted assigns) at least 500,000 Registrable Securities (such number of shares to be subject to adjustment as provided in writing Section 6.11) and who becomes a party to this Agreement as an irrevocable “Investor” hereunder and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offerorwho is a Major Preferred Stockholder; and (ii) give with respect to a particular offering of New Securities, a party who, both at the time of the assignment of such rights under Section 3 hereof and at the time of the exercise of such assigned rights of refusal under Section 3 hereof, is an Affiliate of such Rights Holder or is an affiliated venture capital, private equity or other investment fund of such Rights Holder; (iii) a successor entity into which such Rights Holder is merged or consolidated in a bona fide statutory merger or consolidation in which such successor entity succeeds to all such Investor’s assets, properties and liabilities and obligations by operation of law; or (iv) a successor entity which acquires all or substantially all such Rights Holder’s assets and properties and assumes all such Rights Holder’s obligations under all agreements between such Rights Holder and the Company; provided, however that no party may be assigned any of the foregoing rights unless (A) the Company is given written notice (by the "Option Notice") to the Company setting forth his desire to sell assigning party within a reasonable time after such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least assignment stating the name and address of the Offeror assignee and identifying the price and terms securities of the Bona Fide Offer. Upon receipt Company as to which the rights in question are being assigned, (B) such transfer of the Option Notice, securities of the Company shall have an option is made in compliance with the terms and conditions relating to purchase any or all restrictions and conditions of transfer applicable to such shares specified in the Option Noticesecurities, and (C) such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, the Optionee shall sell assignee executes and delivers to the Company at the price and terms indicated a counterpart signature page to this Agreement in the Bona Fide Offer within 60 days from the date of receipt by a form reasonably satisfactory to the Company agreeing to be bound by all of the Option Noticeterms and conditions of this Agreement (including without limitation the provisions of this Section 4) as an “Investor” hereunder. The Company's purchase Notwithstanding anything to the contrary in this Agreement, no rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee Section 3 may sell, pursuant be transferred or assigned to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company for 60 days after the expiration of the 30-day period during which the Company may give the aforesaid counter-notice; provided, however, party that the -------- ------- Optionee shall not sell such shares to the Offeror if, in the sole opinion of the Company, the Offeror Board reasonably concludes is a competitor or potential competitor of the Company and the Company gives written notice (other than to the Optionee, within 30 days an Affiliate of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares shall remain subject to the terms of this Article 16. The refusal rights of the Company set forth above shall remain in effect until such time, if ever, as a distribution to the public is made of shares of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the refusal rights set forth herein will automatically expireInvestor).

Refusal Rights. If the Optionee desires to sell all or any part of -------------- the -------------- shares acquired under this option (including any securities received in respect thereof pursuant to recapitalizations and the like), and an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth his desire to sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an option to purchase any or all of such shares specified in the Option Notice, such option to be exercisable by giving, within 30 90 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company Company, such shares at the price and terms indicated in the Bona Fide Offer within 60 120 days from the date of receipt by the Company of the Option Notice. The Company's purchase rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased purchase or agreed to be purchased by the Company for 60 at any time during the 30 days after immediately following the expiration of the 30-90- day period during which the Company may give the aforesaid counter-notice; provided, however, that the -------- ------- Optionee shall not sell such shares to the Offeror if, in the sole opinion of -------- ------- if the Company, in its sole discretion, determines that the Offeror is a competitor of the Company and the Company gives written notice of such determined to the Optionee, within 30 90 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares shall remain subject to the terms of this Article 16. The refusal rights of the Company set forth above shall remain in effect until such time, if ever, as a distribution to the public is made of shares of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the refusal rights set forth herein will automatically expire17.

Refusal Rights. If the Optionee desires to sell Tenant performs all or any part of the -------------- shares acquired under terms and conditions of this option (including Lease, Tenant shall have during the initial Term a preferential right to lease the Refusal Space, more particularly described in ITEM 6(A) OF THE BASIC LEASE PROVISIONS, prior to the same being leased to any securities received in respect thereof pursuant third party. Prior to recapitalizations and leasing any portion of the like)Refusal Space to a third party, and an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires Landlord shall give to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional Tenant a written bona fide offer (the "Bona Fide Offer") for the purchase thereof from lease of all or a portion of the Offeror; and Refusal Space that contains the basic lease terms upon which Landlord intends to lease such space (ii) give written notice (the "Option NoticePROSPECT OFFER") to the Company setting forth his desire to sell such shares, which Option Notice ). Tenant shall be accompanied by a photocopy of deemed to have waived its rights under this ARTICLE 1.02, unless Tenant accepts the original executed Bona Fide Prospect Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon in writing within five (5) days following receipt of the Option NoticeProspect Offer, and Tenant executes and delivers Landlord's then standard form amendment adding the Company shall have an option Refusal Space to purchase any or all the Premises on the terms and conditions of the Prospect Offer within ten (10) days following receipt of such shares specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, the Optionee shall sell to the Company at the price and terms indicated in the Bona Fide Offer within 60 days from the date of receipt by the Company of the Option Noticeamendment. The Company's purchase rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company for 60 days after the expiration of the 30-day period during which the Company may give the aforesaid counter-notice; provided, however, that the -------- ------- Optionee shall not sell such shares to the Offeror if, in the sole opinion of the Company, the Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16Paragraph shall not be a one-time right to lease the Refusal Space and shall recur with respect to any subsequent offer. If Nonetheless, anything to the contrary in this Lease, Tenant acknowledges and agrees that its rights in connection with the Refusal Space to the rights of any other Tenants under their respective leases in effect on the effective date of this Lease. Unless the cost thereof is reflected in the Prospect Offer, all Refusal Space shall be delivered and accepted in an "AS-IS" condition, no lease inducements (such as rent abatement or refurbishment allowances) shall be provided with respect to the Refusal Space, all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares terms and conditions of Landlord's then standard form lease shall remain subject apply to the terms Refusal Space, and the term of the Refusal Space shall be coterminous with the Term of this Article 16Lease (as the same may have been extended). The refusal rights Refusal Space shall constitute a portion of the Company Premises for all purposes. Rent for the Refusal Space shall be the rental rate set forth above shall remain in effect until such timethe Prospect Offer, if ever, as a distribution to unless the public is made of shares of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the refusal rights term set forth herein will automatically expirein the Prospect Offer is not conterminous with the Term of this Lease, in which case the Rent for the Refusal Space shall be the rental rate set forth in the Prospect Offer modified to reflect Landlord's net effective rental rate of return over the different term.

Refusal Rights. If Landlord desires at any time to lease the Optionee Refusal Space or any portion thereof to a third party tenant, Landlord shall give Tenant written notice of such intent ("Landlord's Notice") prior to Landlord entering into such lease, which Landlord's Notice shall designate (i) the specific location and actual rentable area of the portion of the Refusal Space which Landlord desires to sell lease, as determined in accordance with Paragraph 22.1G hereof, together with a designation of that portion of the Refusal Space, if any, in which Landlord desires to grant expansion options or rights in connection with the lease of such first portion of the Refusal Space, (ii) the proposed occupancy date for such Refusal Space, (iii) the lease term (the "Third Party Term") for which Landlord desires to lease such Refusal Space, (iv) the annual rate(s) of Monthly Base Rent per square foot of rentable area (plus all fixed and/or indexed increases to said rate(s)) which Landlord desires to charge for such portion of the Refusal Space, (v) the base year which Landlord desires to utilize for purposes of determining adjustments to Monthly Base Rent under Paragraph 22 hereof with respect to such Refusal Space, (vi) the per rentable square foot tenant improvement allowance, if any, which Landlord is willing to provide to improve such Refusal Space, and (vii) whether such portion of the Refusal Space was to constitute part or all of the First Option Space or the Second Option Space. Tenant shall then have a right (the "Refusal Right") to lease all, but not less than all, of the Refusal Space described in Landlord's Notice, upon the following terms and conditions: (1) Tenant shall give Landlord written notice of its election to exercise the Refusal Right within ten (10) days after Landlord gives Tenant Landlord's Notice; and (2) There does not exist an event of default under Paragraph 12.1(a) of this Lease either on the date Tenant exercises the Refusal Rights or, unless waived in writing by Landlord, on the proposed lease term commencement date for such portion of the Refusal Space. If Tenant does not timely or properly exercise the Refusal Right, Landlord may at any time within 180 days thereafter lease such portion of the Refusal Space (or any part portion of the -------------- shares acquired under this option (including any securities received Refusal Space containing not more or less than 1,000 square feet of rentable area than the rentable area of the applicable portion of the Refusal Space designated in respect thereof pursuant to recapitalizations and the likeLandlord's Notice), and an offeror (may at any time thereafter lease the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth his desire to sell such shares, which Option Notice shall be accompanied by a photocopy portion of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Refusal Space, if any, designated as expansion space in Landlord's Notice, the Company shall have an option to purchase any or all of third party tenant on such shares specified in the Option Notice, such option terms and conditions as are satisfactory to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, the Optionee shall sell to the Company at the price and terms indicated in the Bona Fide Offer within 60 days from the date of receipt by the Company of the Option Notice. The Company's purchase rights under this Article 16 are assignable by the Company Landlord in its sole discretion. The Optionee may sell, pursuant but which are not substantially less favorable to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company for 60 days after the expiration of the 30-day period during which the Company may give the aforesaid counter-notice; provided, however, that the -------- ------- Optionee shall not sell such shares to the Offeror if, in the sole opinion of the Company, the Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction Landlord than those set forth in this Article 16. If any or all of Landlord's Notice for such shares are not sold pursuant to a Bona Fide Offer within Refusal Space, without again complying with the time permitted above, the unsold shares shall remain subject to the terms provisions of this Article 16. The refusal rights Paragraph 29 and affording Tenant a subsequent Refusal Right to lease such portion of the Company set forth above Refusal Space. No failure to exercise any right arising under this Paragraph 29 shall remain affect in effect until such time, if ever, as a distribution to the public is made of shares of the Company's Common Stock pursuant to a registration statement filed any way any option existing or arising under the Securities Act of 1933, as amended, Paragraphs 30 or a successor statute, at which time the refusal rights set forth herein will automatically expire31.

Refusal Rights. If the Optionee desires to sell all or any part of -------------- the -------------- shares acquired under this option (including any securities received in respect thereof pursuant to recapitalizations and the like), and an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth his desire to sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an option to purchase any or all of such shares specified in the Option Notice, such option to be exercisable by giving, within 30 90 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company Company, such shares at the price and terms indicated in the Bona Fide Offer within 60 120 days from the date of receipt by the Company of the Option Notice. The Company's purchase rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased purchase or agreed to be purchased by the Company for 60 at any time during the 30 days after immediately following the expiration of the 3090-day period during which the Company may give the aforesaid counter-notice; provided, -------- however, that the -------- ------- Optionee shall not sell such shares to the Offeror ifif the ------- Company, in the its sole opinion of the Companydiscretion, determines that the Offeror is a competitor of the Company and the Company gives written notice of such determined to the Optionee, within 30 90 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares shall remain subject to the terms of this Article 16. The refusal rights of the Company set forth above shall remain in effect until such time, if ever, as a distribution to the public is made of shares of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the refusal rights set forth herein will automatically expire17.

Refusal Rights. (a) If Landlord intends during the Optionee desires term of this Lease to sell lease all or any portion of the Refusal Space (as hereinafter defined), and if Tenant is not then in material default (beyond any applicable cure periods) under this Lease (for which purpose, without limitation, any event of default under Section 18.1 hereof shall be considered "material"), Landlord shall --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 18 first give written notice of such intention to Tenant, specifying the material terms on which Landlord proposes to lease the Refusal Space or portion thereof (the "Offered Space"), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in Landlord's notice. Tenant shall have seven (7) business days after the date of ▇▇▇▇▇▇'s receipt of such notice from Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Space shall be leased to Tenant on the terms set forth in Landlord's notice and on the additional terms and provisions set forth herein (except to the extent inconsistent with the terms set forth in Landlord's said notice), and the parties shall promptly execute an amendment to this Lease adding the Offered Space to the premises covered by this Lease and making any appropriate amendments to provisions of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice. If ▇▇▇▇▇▇ does not accept ▇▇▇▇▇▇▇▇'s offer within the allotted time, Landlord shall thereafter have the right to lease the Offered Space to a third party, at any time within [...*...] days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions not more favorable to the lessee than the minimum rental and other terms offered to Tenant in said Landlord's notice. If ▇▇▇▇▇▇ does not accept ▇▇▇▇▇▇▇▇'s offer and Landlord does not lease the Offered Space to a third party within [...*...] days, ▇▇▇▇▇▇'s refusal right under this Section 7.1 shall reattach to that space. (b) For purposes of this Section 7.1, the areas constituting the "Refusal Space" and the priority of ▇▇▇▇▇▇'s refusal rights with respect to such areas are as follows: (i) Until the later of December 31, 1997 or the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in the new building to be constructed in the area marked as "Alternate Expansion" (Building C) on the Site Plan; after the later of the dates specified in this subparagraph, such Building C space shall no longer constitute part of the -------------- shares acquired under Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this option (including any securities received Section 7.1, ▇▇▇▇▇▇'s refusal right with respect to the Building C portion of the Refusal Space is a second refusal right, junior in respect thereof pursuant priority to recapitalizations and the like)existing rights in favor of Cor Therapeutics, and an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in writing an irrevocable and unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and Inc. (ii) give written notice Until the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the "Option Notice") Refusal Space shall include any and all space in the existing buildings designated as Buildings D, E, F and G on the Site Plan; after the date specified in this subparagraph, such Building D, E, F and G space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, ▇▇▇▇▇▇'s refusal right with respect to the Company setting forth his desire to sell such sharesBuilding D, which Option Notice shall be accompanied by a photocopy E, F and G --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 19 portion of the original executed Bona Fide Offer Refusal Space is junior in priority to all existing rights in favor of Cor Therapeutics, Inc. and/or in favor of any other existing tenants of the Center. (iii) If Landlord acquires the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights) and shall set forth Tenant timely exercises its Phase IIA Expansion Option under Section 6.3(a) hereof for at least [...*...] square feet of space on the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option NoticeAdjacent Property, the Company shall have an option to purchase any or all of such shares specified in the Option Notice, such option to be exercisable by giving, within 30 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, the Optionee shall sell to the Company at the price and terms indicated in the Bona Fide Offer within 60 days from the date of receipt by the Company of the Option Notice. The Company's purchase rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company for 60 days then after the expiration of the 30-day period during which Phase IIB Option Period as defined in Section 6.3(b) hereof, the Company may give Refusal Space shall include any and all space not already occupied by Tenant in the aforesaid counter-notice; providedbuildings existing from time to time on the Adjacent Property. ▇▇▇▇▇▇'s refusal right with respect to buildings located from time to time on the Adjacent Property is a first refusal right and is not junior in priority to any other existing rights in favor of any other person or entity. (iv) For purposes of this Section 7.1(b), howevera contract for acquisition of the Adjacent Property or any portion thereof shall be deemed to be "unconditional" when all "due diligence" conditions have been waived and the contract remains subject only to conditions that are customarily satisfied only at the closing date, that the -------- ------- Optionee shall including (but not sell such shares limited to) conditions relating to the Offeror if, seller's delivery of title and the title company's issuance of a title policy insuring Landlord's title as buyer subject only to the permitted exceptions defined in the sole opinion of the Company, the Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares shall remain subject to the terms of this Article 16. The refusal rights of the Company set forth above shall remain in effect until such time, if ever, as a distribution to the public is made of shares of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the refusal rights set forth herein will automatically expirepurchase contract.

Refusal Rights. If On or before the Optionee date on which the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if the Investor desires to sell all or any part of the -------------- shares Common Stock acquired under this option Warrant (including any securities received in respect thereof pursuant to recapitalizations recapitalization and the like), and an offeror (the "Offeror") has made an offer therefortherefore, which offer the Optionee Investor desires to accept, the Optionee Investor shall: (i) obtain in writing an irrevocable and unconditional a bona fide offer (the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Warrant Notice") to the Company setting forth his the Investor's desire to sell such shares, which Option Warrant Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Warrant Notice, the Company shall have an option to purchase any or all of such shares of Common Stock specified in the Option Warrant Notice, such option to be exercisable by giving, within 30 fifteen (15) days after the receipt of the Option Warrant Notice, a written counter-notice to the OptioneeInvestor. If the Company elects to purchase any or all such shares of such sharesCommon Stock, it shall be obligated to purchase, and the Optionee Investor shall be obligated to sell to the Company Company, such shares at the price and terms indicated in the Bona Fide Offer within 60 forty-five (45) days from the date of receipt by the Company of the Option Warrant Notice. The Company's purchase rights under this Article 16 are assignable by the Company in its sole discretion. The Optionee Investor may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased or agreed to be purchased by the Company for 60 at any time during the sixty (60) days after immediately following the expiration of the 30-day fifteen (15)-day period during which the Company may give the aforesaid counter-notice; provided, however, that the -------- ------- Optionee shall not sell such shares to the Offeror if, in the sole opinion of the Company, the Offeror is a competitor of the Company and the Company gives written notice to the Optionee, within 30 days of its receipt of the Option Notice, stating that the Optionee shall not sell his shares to the Offeror; and provided further, that prior to the sale of such shares to the Offeror, the Offeror shall execute an agreement with the Company pursuant to which the Offeror agrees not to become a competitor of the Company and further agrees to be subject to the restriction set forth in this Article 16. If any or all of such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the unsold shares of Common Stock shall remain subject to the terms of this Article 16subsection 8.3. The refusal rights of the Company set forth above shall remain in effect until such time, if ever, as a distribution to the public is made of shares of the Company's Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the refusal rights set forth herein will automatically expire9.