Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. At least 15 business days before any Investor may effect any Transfer of any Series A Preferred Stock or Class A Common Stock issuable upon conversion of such Series A Preferred Stock (the Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred being referred to as the "Offered Stock"), other than to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice (the "Investor's Notice") stating (a) the Investor's intention to Transfer such Offered Stock and the name and address of the proposed transferee (the "Transferee"); (b) the number of shares and type (Series A Preferred Stock or Class A Common Stock) of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered Stock. The Corporation shall then have the right (the "First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered Stock, including payment of the purchase price, at the Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor shall have a period of up to [30] business days after the date of the Investor's Notice (or, if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise of the First Refusal Right with respect to a portion, but not all of the Offered Stock, the selling Investor shall have the option, exercisable by written notice to the Corporation delivered within 10 days following the date of the Corporation's Response Notice, to effect the sale of the Offered Stock pursuant to one of the following alternatives:

Rights of First Refusal. At least 15 business days before The Company and the Preferred Stockholders will have the option, but not the obligation, to purchase some or all of the Offered Securities on the same terms as are specified in the Transfer Notice, including any Investor may effect any Transfer deferred payment terms; provided, that the Company and the Preferred Stockholders will have the right to substitute cash in the amount of the fair market value of any Series A non-cash consideration proposed to be received from the proposed transferees. Within fifteen (15) days after the effective date of the Transfer Notice, the Company and each of the Preferred Stockholders will give written notice to the Transferring Stockholder stating whether he, she or it elects to exercise such option, and if so, how many of the Offered Securities he, she or it elects to purchase (the “Subscription Amount”). Failure by the Company or any Preferred Stockholder to give such notice within such time period will be deemed an election by him, her or it not to exercise his, her or its option. If the aggregate number of securities for which the Company and the Preferred Stockholders exercise such options exceeds the total number of Offered Securities, then the Company will be entitled to purchase all of the Offered Securities as to which it has exercised its option if such number does not exceed the total number of Offered Securities and otherwise will be entitled to purchase all of the Offered Securities, and each Preferred Stockholder who has exercised his, her or its option will be entitled to purchase a number of the remaining Offered Securities (the “Basic Amount”), if any, equal to the proportion that the number of shares of Common Stock or Class A held by such Preferred Stockholder bears to the number of shares of Common Stock held by all such Preferred Stockholders (for this purpose, including shares of Common Stock issuable upon exercise, conversion or exchange of such Series A shares of Preferred Stock and other Derivative Securities held by such Preferred Stockholder). If the total number of Offered Securities exceeds the aggregate number of securities for which the Company and the Preferred Stockholders exercise such options (the Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred such excess being referred to herein as the "Offered Stock"“Available Overallotment Amount”), other than to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice then each Preferred Stockholder whose Subscription Amount exceeds such Preferred Stockholder’s Basic Amount (the "Investor's Notice") stating (a) difference between the Investor's intention to Transfer such Offered Stock Preferred Stockholder’s Subscription Amount and the name and address Preferred Stockholder’s Basic Amount being referred to herein as such Preferred Stockholder’s “Overallotment Amount”) shall be entitled to purchase such Preferred Stockholder’s Overallotment Amount; provided, that should the Overallotment Amounts subscribed for exceed the Available Overallotment Amount, then each Preferred Stockholder’s Overallotment Amount shall be reduced such that the Available Overallotment Amount is allocated among such Preferred Stockholders pro rata, based on their respective Basic Amounts (but not in excess of their respective Overallotment Amounts), with any Available Overallotment Amount remaining after such reallocation being further re-allocated in the same manner until the entire Available Overallotment Amount has been so allocated. The closing of the proposed transferee purchase and sale of the Offered Securities will take place as soon as is reasonably practicable at such date (but in any event within ten (10) days after the "Transferee"); expiration of the fifteen (b15) day period referred to above) (or the number of shares and type next business day if such tenth (Series A Preferred Stock or Class A Common Stock10th) of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered Stock. The Corporation shall then have the right (the "First Refusal Right"day is not a business day), exercisable by written notice (time and place as the "Corporation's Response Notice") to such Investor within 10 business days after receipt of Company and the Investor's Notice, to Preferred Stockholders exercising their purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Noticeoptions hereunder may reasonably determine. If the First Refusal Right is exercised with respect Company and the Preferred Stockholders do not elect to purchase some or all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered StockSecurities hereunder, including payment of the purchase price, at the Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver then subject to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporationprovisions of Section 3.2(b) hereof, the Offered Stock so purchased shall thereupon Transferring Stockholder will thereafter be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor shall have free for a period of up to [30] business ninety (90) days after the date of the Investor's Transfer Notice (orto consummate, if earlierwith respect to the Offered Securities not purchased, the date Transfer described in the Investor's Transfer Notice should have been given pursuant to the transferee(s) specified therein, at the price and on the other terms set forth therein; provided, that such transferee(s) first executes and delivers to the Company a written agreement to be bound by all of the provisions of this Section 2.2Agreement applicable to Restricted Holders and naming the Company and the Preferred Stockholders as intended third-party beneficiaries of such agreement. If such Transfer is not consummated within such ninety (90) in which to sell or otherwise dispose day period, however, the Transferring Stockholder will not Transfer any of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise of the First Refusal Right Securities without again complying with respect to a portion, but not all of the Offered Stock, the selling Investor shall have the option, exercisable by written notice to the Corporation delivered within 10 days following the date provisions of the Corporation's Response Notice, to effect the sale of the Offered Stock pursuant to one of the following alternatives:this Section 3.

Rights of First Refusal. At least 15 business days before If a Member has received the prior written consent of the Manager (or, in the case of HPC if HPC is then the Manager, holders of a majority of the Profit Percentage Interests excluding those held by HPC), to a proposed Transfer in accordance with Section 7.1, prior to seeking to sell all or any Investor may effect any Transfer portion of any Series A Preferred Stock or Class A Common Stock issuable upon conversion of such Series A Preferred Stock its Membership Interest (the Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred being referred to as the "Offered StockTransferable Interest"), (i) each Member other than to a Permitted Transferee (HPC shall first offer HPC and, as defined below) who agrees in writing to be bound by this Agreementlong as HPC is the Manager, the Investor other Members and (ii), HPC subject to the requirements of the Purchase Agreement regarding the rights of CEI in connection with Transfers by HPC, shall provide offer to the Corporation other Members (in each case, collectively with a written notice (HPC, the "Investor's NoticeOfferees") stating the right to purchase the Transferable Interest (a) or in the Investor's intention case of HPC, if CEI had the right pursuant to Transfer such Offered Stock the Purchase Agreement to exercise a right of first refusal and did so, the name and address remainder, if any, of the proposed transferee (the "Transferee"); (bTransferable Interest following such exercise) the number of shares and type (Series A Preferred Stock or Class A Common Stock) of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered Stock. The Corporation shall then have the right (the "First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Noticeselling Member intends to sell such interest, or on the same terms and conditions as the offer received from a prospective purchaser, as the case may be (herein, the "First Opportunity Offer"). If the The First Refusal Right is exercised with respect to all Offered StockOpportunity Offer, then the Corporation (or its designee(s)) once made, shall effect the purchase of the Offered Stock, including payment of the purchase price, at the Corporation's offices on a date specified constitute an irrevocable binding offer by the Corporation (which shall be not more than 10 business days after delivery of selling Member to sell the Corporation's Response Notice) and at such time the selling Investor shall deliver Transferable Interest to the Corporation the certificates representing the Offered Stock to be purchasedOfferees, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased who shall thereupon be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business have thirty (30) days after receipt of the Investor's NoticeFirst Opportunity Offer within which to accept same in writing. If any of the Offerees timely accepts the First Opportunity Offer, the selling Investor Member shall have sell the Transferable Interest to such accepting Offerees on a period of up to [30] business days after pro rata basis in accordance with their Profit Percentage Interests (or if only one Offeree accepts in a timely manner, such Offeree may purchase the date of the Investor's Notice (orentire Transferable Interest), if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose of the Offered Stock to the Transferee for on the same price as, and upon such other terms and conditions which are not materially more favorable to as the Transferee than thoseFirst Opportunity Offer; provided, specified in however, that such sale shall be consummated within ninety (90) days of the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise Offerees' acceptance of the First Refusal Right with respect Opportunity Offer. If the Offerees fail to a portion, but timely accept the First Opportunity Offer or do not agree to purchase all of the Offered StockTransferable Interest, the selling Investor Member (other then HPC, if it has previously made such offer to CEI) shall have offer the option, exercisable by written notice to the Corporation delivered within 10 days following the date still available portion of the Corporation's Response NoticeTransferable Interest to CEI in accordance with the terms and conditions of the Purchase Agreement. If CEI agrees to purchase (x) all of the still available portion of the Transferable Interest of DeBartelo or Chu, to effect as applicable, or (y) all or any portion of the Transferable Interest of HPC, the sale of the Offered Stock pursuant Transferable Interest to one CEI and the accepting Offerees, if any, shall be consummated in accordance with the Purchase Agreement. If the accepting Offerees, if any, and CEI together do not agree to purchase the entire Transferable Interest, then the selling Member shall be free to sell the Transferable Interest to any third party, subject to the terms of this Agreement and of the following alternatives:Purchase Agreement. Each of the Members acknowledges receipt of a copy of the Purchase Agreement and hereby agrees to be bound by all the provisions thereof, including without limitation (i) the grant to CEI by each of them of a right of first refusal with respect to Transfers of their respective Membership Interests herein, and (ii) the provisions regarding the price below which Membership Interests may not be sold, all as set forth in Section 10.2 of the Purchase Agreement.

Rights of First Refusal. At least 15 business days before If any Investor may effect any Transfer of any Series A Preferred Stock or Class A Common Stock issuable upon conversion of such Series A Preferred Stock (the Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred being referred to as the "Offered Stock"), other than Cypress and its Affiliates) desires to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice (the "Investor's Notice") stating (a) the Investor's intention to Transfer such Offered Stock and the name and address of the proposed transferee (the "Transferee"); (b) the number of shares and type (Series A Preferred Stock or Class A Common Stock) of Offered Stock; and (c) the consideration accept an offer (which must be cash considerationin writing and for cash, be irrevocable by its terms for at least 90 days and be a bona fide offer as determined in good faith by the Company's Board of Directors or the Executive Committee thereof) for from any prospective purchaser to purchase all or any part of the Registrable Securities at any time owned by such Investor, such Investor (a "ROFR Selling Investor") shall give notice in writing to the Company and the other Investors (i) designating the number of Registrable Securities proposed to be sold, (ii) naming the prospective purchaser of such Registrable Securities and (iii) specifying the price (the "ROFR Offer Price") at and terms (the "ROFR Offer Terms") upon which such ROFR Selling Investor desires to sell the same (including the terms of each agreement with respect to the sale between such ROFR Selling Investor proposes to Transfer and such Offered Stockprospective purchaser). The Corporation shall then have During the right 30-day period following receipt of such notice by the Company and the other Investors (the "First Refusal RightPeriod"), exercisable by written notice the Company shall have the right to purchase from such ROFR Selling Investor all (the "Corporation's Response Notice"but not less than all) to such Investor within 10 business days after receipt of the Investor's NoticeRegistrable Securities specified in such notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock at the ROFR Offer Price and on the same terms ROFR Offer Terms. The Company hereby undertakes to use reasonable efforts to act as promptly as practicable following such notice to determine whether it shall elect to exercise such right and conditions as are provided for in the Investor's Noticeto provide notice of such determination to each Investor promptly thereafter. If the Company fails to exercise such rights within the First Refusal Right is exercised with respect Period, the other Investors shall have the right to purchase all Offered Stock, then the Corporation (or its designee(s)but not less than all) shall effect the purchase of the Offered Stock, including payment of the purchase priceRegistrable Securities specified in such notice, at the Corporation's offices ROFR Offer Price and on the ROFR Offer Terms and on a date specified pro rata basis (based on the number of Registrable Securities owned by the Corporation such other Investors as may elect to participate in such purchase (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporationother Investors, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares "ROFR Buying Investors")), at any time during the period beginning at the earlier of (x) the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor shall have a period of up to [30] business days after the date of the Investor's Notice (or, if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise end of the First Refusal Right with respect Period and (y) the date of receipt by such other Investors of written notice that the Company has elected not to a portion, but not all of exercise its rights and ending 30 days thereafter (the Offered Stock, the selling Investor "Second Refusal Period"). The rights provided hereunder shall have the option, exercisable be exercised by written notice to a ROFR Selling Investor given at any time during the Corporation delivered within 10 applicable period. If such right is exercised, the Company or the ROFR Buying Investor(s), as the case may be, shall deliver to such ROFR Selling Investor a certified or bank check(s) for the ROFR Offer Price, payable to the order of such ROFR Selling Investor, against delivery of certificates or other instruments representing the Registrable Securities so purchased, appropriately endorsed by such ROFR Selling Investor. If such right shall not have been exercised prior to the expiration of the Second Refusal Period, then at any time during the 90 days following the date expiration of the CorporationSecond Refusal Period, such ROFR Selling Investor may sell such Registrable Securities to (but only to) the intended purchaser named in such ROFR Selling Investor's Response Noticenotice to the Company and the other Investors at the ROFR Offer Price and on substantially the ROFR Offer Terms specified in such notice, free of all restrictions or obligations imposed by, and free of any rights or benefits set forth in, Sections 4.2 and 4.3 of this Agreement, provided that such intended purchaser shall have agreed in writing, pursuant to an instrument of assumption satisfactory in substance and form to the Company, to effect the sale make and be bound by customary securities law representations and warranties with respect to such purchaser's acquisition of the Offered Stock pursuant to one of the following alternatives:such Registrable Securities.

Rights of First Refusal. At least 15 business days before (a) Each Stockholder agrees with the other Stockholders that, except with respect to Transfers permitted pursuant to Section 5.2, if a Stockholder or any Investor may effect of its Wholly-Owned Affiliates or Parent Entities wants to Transfer any Transfer shares of Voting Stock to any Series A Preferred other Person (other than (x) Transfers of Voting Stock to a Restricted Transferee or (y) Transfers of Voting Stock (except Class A Common Stock issuable upon conversion Stock) to an Affiliate of such Series A Preferred Stock Stockholder which is not a Parent Entity or a Wholly Owned Affiliate of a Parent Entity, both of which Transfers are prohibited hereby, and other than pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such pledge, hypothecation or other financing transaction) in a bona fide transaction, such Stockholder, Wholly Owned Affiliate or Parent Entity (the Series A Preferred "OFFEROR") shall be entitled to do so provided that such Offeror first offers to sell such shares of Voting Stock and/or Class A Common Stock proposed to be Transferred the other Stockholder (with Aspen and Atlantis together with their Wholly Owned Affiliates and Parent Entities being referred to such other Stockholder if AOL, AOLTW or any AOLTW Permitted Assignee or any of their Wholly Owned Affiliates or Parent Entities is the Offeror; and with AOL and AOLTW together with their Wholly Owned Affiliates and Parent Entities constituting such other Stockholder if Aspen or Atlantis or any of their Wholly Owned Affiliates or Parent Entities is the Offeror; such other Stockholder, the "OFFEREE") at the same price and the same terms and conditions as the "Offered Stock"), Offeror would receive from such other than Person. The Offeror shall submit to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide Company and the Corporation with Offeree a written notice (the "Investor's NoticeOFFER NOTICE") stating in reasonable detail such price or other consideration and such terms and conditions and identifying the Person and all Persons who beneficially own more than five percent (a) the Investor's intention to Transfer such Offered Stock and the name and address of the proposed transferee (the "Transferee"); (b) the number of shares and type (Series A Preferred Stock or Class A Common Stock5%) of Offered Stock; and (c) such Person, proposing to purchase the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered shares of Voting Stock. The Corporation shall then have the right (the "First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered Stock, including payment of the purchase price, at the Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor Offeree shall have a period of up thirty (30) days after the receipt of the Offer Notice in which to [accept or reject such offer. If the Offeree elects to accept such offer, which acceptance must be for all and not part of the Voting Stock offered for sale, it shall so indicate within such thirty (30] business ) day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the expiration or early termination of any waiting period required by any Governmental Authority and the receipt of any required approvals of any Governmental Authority, shall not be more than thirty (30) days after the date of the Investor's Notice (or, if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose giving of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise of the First Refusal Right with respect to a portion, but not all of the Offered Stock, the selling Investor shall have the option, exercisable by written notice to the Corporation delivered within 10 days following the date of the Corporation's Response Notice, to effect the sale of the Offered Stock pursuant to one of the following alternatives:notice.

Rights of First Refusal. At least 15 business days before any Investor may effect any Upon receipt of a Transfer Notice relating to a proposed Transfer of any shares of Series A D Preferred Stock or Class A Common Stock issuable upon conversion Stock, the Company shall have the option, but not the obligation, to purchase all of such Series A Preferred Stock (Offered Securities on the Series A Preferred Stock and/or Class A Common Stock same terms as are specified in the Transfer Notice, including any deferred payment terms, PROVIDED, that the Company shall have the right to substitute cash in the amount of the fair market value of any non-cash consideration proposed to be Transferred being referred to as the "Offered Stock"), other than to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice (the "Investor's Notice") stating (a) the Investor's intention to Transfer such Offered Stock and the name and address of received from the proposed transferee (the "Transferee"transferee(s); (b) the number of shares and type (Series A Preferred Stock or Class A Common Stock) of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered Stock. The Corporation shall then have the right (the "First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business Within 30 days after receipt of the Investor's Notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered Stock, including payment of the purchase price, at the Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Transfer Notice, the selling Investor Company shall have a period of up to [30] business days after the date of the Investor's Notice (or, if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise of the First Refusal Right with respect to a portion, but not all of the Offered Stock, the selling Investor shall have the option, exercisable by give written notice to the Corporation delivered Transferring Shareholder stating whether it elects to exercise such option. Failure by the Company to give such notice within 10 days following such time period shall be deemed an election by the date Company not to exercise its option. The closing of the Corporation's Response Notice, to effect the purchase and sale of the Offered Stock pursuant Securities shall take place as soon as is reasonably practicable at such date, time, and place as the Company exercising its purchase option hereunder may reasonably determine. If the Company does not elect hereunder to one purchase the Offered Securities, subject to the provisions of Section 1(c)(ii) hereof, the Transferring Shareholder shall thereafter be free for a period of 90 days to consummate the Transfer described in the Transfer Notice to the transferee(s) specified therein, at the price and on the other terms set forth therein; PROVIDED, that such transferee(s) shall first execute and deliver to the Company an Instrument of Adherence in the form of EXHIBIT A annexed hereto, which executed Instrument of Adherence shall become a part of this Agreement upon acceptance by the Company, whereupon each such transferee shall become a "Series D Preferred Shareholder" party to this Agreement. However, if such Transfer is not consummated within such 90-day period, the Transferring Shareholder shall not Transfer any of the following alternatives:Offered Securities without again complying with all of the provisions of this Section 1.

Rights of First Refusal. At least 15 business days before any Investor (a) Except with the written consent of a Majority In Interest, a Shareholder may effect any Transfer all or a portion of any Series A Preferred Stock his or Class A Common Stock issuable upon conversion her Shares only if he/she/it, prior to making such Transfer, first offers (an “Offer”) such portion of such Series A Preferred Stock the Shares (the Series A Preferred Stock and/or Class A Common Stock proposed “Offered Interest”) for sale first to the other Shareholders (for purposes of this Section the “Remaining Shareholders”). The Offer shall be Transferred being referred to as the "Offered Stock"), other than to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice (the "Investor's Notice") stating made for (a) the Investor's intention to Transfer such Offered Stock and the name and address of price at which the proposed transferee (the "Transferee")Transfer is to occur; or (b) the number of shares and type (Series A Preferred Stock or Class A Common Stock) of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to if no proposed Transfer such Offered Stock. The Corporation shall is then have the right (the "First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered Stock, including payment of the purchase pricecontemplated, at the Corporation's offices on a date specified ROFR Price ((a) or (b), as applicable, the “Proposed Price”). The Offer shall be made by the Corporation (notice in accordance with Section 16 hereof, which shall be not more than 10 business days after delivery of state that the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor shall have a period of up to [30] business days after the date of the Investor's Notice (or, if earlier, the date the Investor's Notice should have been given Offer is being made pursuant to this Section 2.2) in and which shall set forth the amount of the Shares attributable to sell the Offered Interest, the name or otherwise dispose names of the proposed purchaser or purchasers of the Offered Stock Interest (if any), the Proposed Price, method of payment of the Proposed Price (provided that if there is no proposed Offer to purchase the Shares, the Shares shall be purchased on such terms as mutually agreed upon by the selling Shareholder and the buying Shareholder (s), as applicable, provided that if the parties cannot agree, the terms shall be as set forth in Section (b) of this Section 5) (the “Proposed Terms”), and the scheduled date of consummation of the proposed sale. A copy of the written offer, and any proposed sales agreement, from or with the proposed purchaser shall be attached to the Transferee for Offer. The Remaining Shareholders shall have the same price as, and upon such other terms and conditions which are not materially more favorable option exercisable during the thirty (30) day period beginning on their receipt of the Offer (the “Option Period”) to accept the Offer on the Proposed Terms (pursuant to an “Exercise Notice”) to purchase (i) their Pro Rata Portion of the Offered Interest (rounded to the Transferee than thosenearest whole Share) and (ii) such additional portion of the Offered Interest designated by the Remaining Shareholders s (an “Additional Portion”). Any two or more Remaining Shareholders may agree among themselves to reallocate the portions of the Offered Interest to be purchased by them from their respective Pro Rata Portions. If any Remaining Shareholder fails to exercise his or her right to purchase its Pro Rata Portion of the Offered Interest (the “Remaining Portion”), specified then the Remaining Shareholders that have indicated in their Exercise Notice a desire to purchase an Additional Portion in accordance with their relative ownership interest of the Investor's Shares to the extent of the Additional Portion indicated in their Exercise Notice. In The purchase by the event that the Corporation (or its designee(s)) makes a timely exercise Remaining Shareholders of the First Refusal Right with respect to a portion, but not Offered Interest shall only be effective if all of the Offered Stock, the selling Investor shall have the option, exercisable by written notice to the Corporation delivered within 10 days following the date of the Corporation's Response Notice, to effect the sale of the Offered Stock Interest is purchased pursuant to one of the following alternatives:this Section.

Rights of First Refusal. At least 15 business days before any Investor may effect any Transfer of any Series A Preferred Stock If the Optionee receives a bona fide offer from another corporation, entity, person or Class A Common Stock issuable upon conversion of such Series A Preferred Stock (the Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred being referred to as the "Offered Stock"), other than to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice group (the "Investor's NoticePurchaser") stating (a) the Investor's intention to Transfer such Offered Stock and the name and address purchase a specified number of the proposed transferee (Option Shares acquired upon exercise by the "Transferee"); (b) Optionee, and wishes to accept such offer, the Optionee shall promptly give written notice to the Company of the identity of the Purchaser, the number of shares the Option Shares the Purchaser wishes to purchase and type (Series A Preferred Stock or Class A Common Stock) the proposed price and terms of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered Stocksale. The Corporation Company shall then have the right (the "First Refusal Right")right, exercisable by giving written notice to the Optionee within sixty (the "Corporation's Response Notice"60) to such Investor within 10 business days after the Company's receipt of the Investor's Noticesuch notice, to purchase (or designate one to cause a corporation, entity, person or more other person(s) or entity(ies) group designated by the Company to purchase) such Investor's Offered Stock all or any portion of the Option Shares, in its discretion, either at the price and on the same terms and conditions as are provided for stated in the Investor's Notice. If notice or at the First Refusal Right is exercised with respect to all Offered Stock, then price per share determined by dividing the Corporation (or its designee(s)) shall effect the purchase aggregate net book value of the Offered Stock, including payment Company as of the purchase price, at end of the Corporation's offices on a calendar month ended next prior to the date specified of receipt by the Corporation (which shall be not more than 10 business days after delivery Company of the Corporation's Response Notice) and at such time notice from the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchasedOptionee described above, properly endorsed for transfer. If purchased divided by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be aggregate number of issued and outstanding shares of Common Stock of the Corporation's capital stockCompany on a fully diluted basis (the "Book Value Per Share"). In If the event the Corporation Company (or its designee) does not exercise its option within the First Refusal Right time period provided above with respect to any of the Option Shares, the Optionee shall be free to accept the bona fide offer and sell any of the Option Shares as to which the Company shall not have exercised its option, provided that any such sale shall be at the price and on the terms specified in the notice to the Company and shall be consummated within 10 business sixty (60) days after receipt expiration of the Investor's Notice60-day period allowed the Company above. If the Company exercises its option with respect to all of the Option Shares, the selling Investor shall have closing of the purchase will take place at a period of up to [time and location designated by the Company, but in any event within thirty (30] business ) days after the date on which the Company gave notice of the Investor's Notice (or, if earlierexercise. At such closing, the date Optionee shall deliver to the Investor's Notice should have been given pursuant Company the certificate or certificates evidencing the Option Shares, properly endorsed and assigned in writing, and thereupon by force hereof and without further act or agreement, the Optionee shall warrant that he or she has good title, right to this Section 2.2) in which possession of and right to sell the Option Shares free and clear of any and all claims, liens, encumbrances, restrictions or otherwise dispose of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise of the First Refusal Right with respect to a portion, but not all of the Offered Stock, the selling Investor shall have the option, exercisable by written notice to the Corporation delivered within 10 days following the date of the Corporation's Response Notice, to effect the sale of the Offered Stock pursuant to one of the following alternatives:adverse claims.

Rights of First Refusal. At least 15 business days before If any Employee Investor may effect (the "EMPLOYEE INITIATING PARTY") desires to Transfer Securities to any Transfer of any Series A Preferred Stock or Class A Common Stock issuable upon conversion Person other than the Company, prior to Such Transfer, such Employee Initiating Party shall give notice of such Series A Preferred Stock (offer to the Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred being referred to as the "Offered Stock"), other than to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written Company. Such notice (the "Investor's NoticeTRANSFER NOTICE") stating (a) shall state the Investor's intention to Transfer terms and conditions of such Offered Stock and offer, including the name and address of the prospective purchaser, the proposed transferee (purchase price per share of such Securities, payment terms, the "Transferee"); (b) type of disposition and the number of shares of such Securities to be transferred (the "FIRST REFUSAL SECURITIES") and type any other material terms and conditions of the proposed Transfer. For a period of forty-five (Series A Preferred Stock or Class A Common Stock45) days following the receipt of Offered Stock; and the Transfer Notice (c) the consideration (which must be cash consideration) for which "FIRST REFUSAL PERIOD"), the Investor proposes to Transfer such Offered Stock. The Corporation Company shall then have the right (the "to elect to purchase any First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered Stock, including payment of the purchase price, at the Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor shall have a period of up to [30] business days after the date of the Investor's Notice (or, if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, Securities specified in the Investor's Transfer Notice at the price and upon the terms set forth in the Transfer Notice. In the event that the Corporation (Company elects to purchase part or its designee(s)) makes a timely exercise all of the First Refusal Right with respect Securities, it shall give written notice, during the First Refusal Period, to the Employee Initiating Party of its election. In the event that the Company elects to purchase the First Refusal Securities, the Company shall purchase all such First Refusal Securities for such price, within ninety (90) days after the date the Company receives the Transfer Notice. The Company may elect to assign its right to purchase any First Refusal Securities to an eligible employee designated by the Compensation Committee of the Board (a portion"DESIGNATED EMPLOYEE"). Notwithstanding anything to the contrary in this Section 3.1.1, but not in the event that all of the Offered StockFirst Refusal Securities specified in the Transfer Notice are not purchased by the Company or the Designated Employee, as the selling Investor case may be within such ninety (90) day period, then neither the Company nor the Designated Employee shall have any right to purchase any such First Refusal Securities, and the optionEmployee Initiating Party may, exercisable by written notice to within the Corporation delivered within 10 days ninety (90) day period following the date expiration of the Corporation's Response NoticeFirst Refusal Period, subject to effect compliance with Sections 5 and 6, sell the sale of First Refusal Securities specified in the Offered Stock pursuant to one of the following alternatives:Transfer

Rights of First Refusal. At least 15 business days before Each Purchasing Party will have the option, but not the obligation, to purchase up to that portion of the Founders Offered Securities, on the same terms as are specified in the Founders Transfer Notice, including any Investor may effect any Transfer deferred payment terms, PROVIDED, that the Purchasers will have the right to substitute cash in the amount of the fair market value of any Series A Preferred Stock or Class A Common Stock issuable upon conversion of such Series A Preferred Stock (the Series A Preferred Stock and/or Class A Common Stock non-cash consideration proposed to be Transferred being referred to received from the proposed transferees, as shall equal the "Offered Stock"), other than to a Permitted Transferee product obtained by multiplying (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice (the "Investor's Notice") stating (aA) the Investor's intention to Transfer such Offered Stock and the name and address of the proposed transferee quotient obtained by dividing (the "Transferee"); (bI) the number of shares and type of Common Stock held by such Purchasing Party (Series A Preferred for this purpose, including all shares of Common Stock that were issued to or Class A Common Stockthat are issuable upon conversion of shares of stock held by such Purchasing Party) of Offered Stock; and by (cII) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered Stock. The Corporation shall then have the right (the "First Refusal Right"), exercisable aggregate number of shares of Common Stock held by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, all Purchasing Parties electing to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered Stockthis purpose, including payment of the purchase price, at the Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding all shares of Common Stock issued to or that are issuable upon conversion of shares of Preferred Stock and exercise of Derivative Securities held by such Purchasing Parties) by (B) the Corporation's capital stocknumber of Founders Offered Securities. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor shall have a period of up to [30] business Within 30 days after the effective date of the Investor's Notice (orFounders Transfer Notice, if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose each of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise of the First Refusal Right with respect to a portion, but not all of the Offered Stock, the selling Investor shall have the option, exercisable by Purchasing Parties will give written notice to the Corporation delivered within 10 days following the date Transferring Founder stating whether it elects to exercise such option, and if so, as to how many of the Corporation's Response Notice, Founders Offered Securities it elects to effect exercise such option. Failure by any Purchasing Party to give such notice within such time period will be deemed an election by it not to exercise its option. The closing of the purchase and sale of the Founders Offered Stock pursuant Securities to one the Purchasing Parties will take place as soon as is reasonably practicable at such date, time, and place as the Purchasing Parties may reasonably determine. As to any Founders Offered Securities that the Purchasing Parties do not elect to purchase hereunder, subject to the provisions of Section 4(b)(ii) hereof, the Transferring Founder will thereafter be free for a period of 90 days after expiration of the following alternatives:30-day period referred to above to consummate the Transfer described in the Founders Transfer Notice to the transferee(s) specified therein, at the price and on the other terms set forth therein; PROVIDED, that such transferee(s) first execute(s) and deliver(s) to the Company a written agreement to be bound by all of the provisions of this Section 4) and naming the Purchasing Parties as intended third-party beneficiaries of such agreement. However, if such Transfer is not consummated within such 90-day period, the Transferring Founder will not Transfer any of the Founders Offered Securities as have not been purchased within such period without again complying with all of the provisions of this Section 4.

Rights of First Refusal. At least 15 business days before any Investor may effect any Transfer of any Series A Preferred Stock or Class A Common Stock issuable upon conversion of such Series A Preferred Stock (the Series A Preferred Stock and/or Class A Common Stock proposed to be Transferred being referred to as the "Offered Stock"), other than to a Permitted Transferee (as defined below) who agrees in writing to be bound by this Agreement, the Investor shall provide the Corporation with a written notice (the "Investor's Notice") stating (a) the Investor's intention to Transfer such Offered Stock The Company and the name and address each of the proposed transferee (the "Transferee"); (b) the number of shares and type (Series A Preferred Stock or Class A Common Stock) of Offered Stock; and (c) the consideration (which must be cash consideration) for which the Investor proposes to Transfer such Offered Stock. The Corporation shall then have the right (the "First Refusal Right"), exercisable by written notice (the "Corporation's Response Notice") to such Investor within 10 business days after receipt of the Investor's Notice, to purchase (or designate one or more other person(s) or entity(ies) to purchase) such Investor's Offered Stock on the same terms and conditions as are provided for in the Investor's Notice. If the First Refusal Right is exercised with respect to all Offered Stock, then the Corporation (or its designee(s)) shall effect the purchase of the Offered Stock, including payment of the purchase price, at the Corporation's offices on a date specified by the Corporation (which shall be not more than 10 business days after delivery of the Corporation's Response Notice) and at such time the selling Investor shall deliver to the Corporation the certificates representing the Offered Stock to be purchased, properly endorsed for transfer. If purchased by the Corporation, the Offered Stock so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Corporation's capital stock. In the event the Corporation does not exercise the First Refusal Right within 10 business days after receipt of the Investor's Notice, the selling Investor shall have a period of up to [30] business days after the date of the Investor's Notice (or, if earlier, the date the Investor's Notice should have been given pursuant to this Section 2.2) in which to sell or otherwise dispose of the Offered Stock to the Transferee for the same price as, and upon such other terms and conditions which are not materially more favorable to the Transferee than those, specified in the Investor's Notice. In the event that the Corporation (or its designee(s)) makes a timely exercise of the First Refusal Right with respect to a portion, but not all of the Offered Stock, the selling Investor non-transferring Shareholders shall have the option, exercisable by but not the obligation, to purchase all or part of the Offered Securities on the same terms as are specified in the Transfer Notice, including any deferred payment terms, PROVIDED, that the Company and each such Shareholder shall have the right to substitute cash in the amount of the fair market value of any non-cash consideration proposed to be received from the proposed transferees. Within 30 days after the effective date of the Transfer Notice, the Company and each of the non-transferring Shareholders shall give written notice to the Corporation delivered within 10 days following the date Transferring Shareholder stating whether it elects to exercise such option, and if so, as to how many of the Corporation's Response NoticeOffered Securities it elects to exercise such option. Failure by the Company or any non-transferring Shareholder to give such notice within such time period shall be deemed an election by it not to exercise its option. If the aggregate number of Offered Securities for which the Company and the non-transferring Shareholders exercise such options exceeds the total number of Offered Securities, then the Shareholders exercising such purchase rights shall be entitled to effect purchase the Offered Securities PRO RATA in proportion to the numbers of shares of Class A Common Stock held by each such Shareholders, determined on an as-converted basis, and the Company shall be entitled to purchase so much of the remaining Offered Securities, if any, as to which it has exercised its option. The closing of the purchase and sale of the Offered Stock pursuant Securities shall take place as soon as is reasonably practicable at such date, time, and place as the Company and the Shareholders exercising their purchase options hereunder may reasonably determine. As to one any Offered Securities that the Company and the Shareholders do not elect to purchase hereunder, subject to the provisions of Section 1(c)(ii) hereof, the Transferring Shareholder shall thereafter be free for a period of 90 days to consummate the Transfer described in the Transfer Notice to the transferee(s) specified therein, at the price and on the other terms set forth therein; PROVIDED, that such transferee(s) shall first execute and deliver to the Company an Instrument of Adherence in the form of EXHIBIT A annexed hereto, which executed Instrument of Adherence shall become a part of this Agreement upon acceptance by the Company. However, if such Transfer is not consummated within such 90-day period, the Transferring Shareholder shall not Transfer any of the following alternatives:Offered Securities as have not been purchased within such period without again complying with all of the provisions of this Section 1.