Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. The Holder shall have a right of first refusal pro rata according to the Holder's ownership of Preferred Stock on the date on which the Company's notice pursuant to this Section 6.2 is given on any Equity Offerings (except for an offering of rights to subscribe for shares of the Company's Common Stock, provided the Holders in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been converted), until February 13, 1998, so long as the Holder still holds any Preferred Stock and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities Act, as amended, including without limitation Regulation D and Regulation S thereunder. The Company shall give the Holder written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder shall have ten (10) business days from receipt of such notice to deliver a written notice to the Company that the Holder wishes to exercise its right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period. If the Holder exercises its right of first refusal with respect to such Equity Offering, it must close the transactions contemplated by the proposed issuance within ten (10) business days of the exercise of its right hereunder on the same economic terms and using the same documentation provided in the Company's notice to the Holder. If the Holder fails to close the transaction for any reason other than a breach by the Company of its obligations hereunder, such Holder's right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period.

Rights of First Refusal. The Holder Subject to the terms and conditions set forth in this Section 12.01 and provided that no Event of Default with respect to the subject Leased Property has occurred and is continuing at such time or at the expiration of this Agreement or the individual Lease, Tenant shall have a right of first refusal pro rata according (the "Purchase Refusal Right") to purchase any Leased Property (including any Leased Property owned by an Affiliate [as defined in Section 13.01 hereof] of Landlord). If during the Term or for a period of ninety (90) days following termination of any Lease, Landlord or any Affiliate of Landlord receives a bona fide third party offer to Transfer any Leased Property, then, prior to accepting such third party offer, Landlord shall send written notice and a copy thereof to Tenant ("Landlord's Notice"). Tenant shall have ninety (90) days after receipt of Landlord's Notice to exercise Tenant's Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the Holderexpiration of such one hundred eighty (180) days, Landlord or its Affiliates may Transfer such Leased Property provided however, that the Transfer of the Leased Property is at a price equal to or greater than the price contained in the Landlord's ownership of Preferred Stock Notice, and otherwise consistent in all material respects with the terms and conditions set forth in Landlord's Notice. Tenant's Purchase Refusal Right shall revive in the event that Landlord fails to Transfer the Leased Property within said one hundred eighty (180) days. In the event that Tenant elects to exercise the Purchase Refusal Right and to acquire the Leased Property thereby, (a) Tenant shall acquire such Leased Property on the date on which the Companysame terms and conditions and subject to all time periods and other limitations as provided in Landlord's notice pursuant Notice (provided, however, Tenant shall in all events have not less than ninety (90) days to this Section 6.2 is given on any Equity Offerings (except for an offering of rights to subscribe for shares close its acquisition of the Company's Common Stock, provided the Holders in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been convertedLeased Property following its written notice exercising its Purchase Refusal Right), until February 13and (b) concurrently with such acquisition, 1998the Lease of such Leased Property shall terminate (but Tenant shall remain liable to pay any unpaid Rent with respect to such Leased Property and all indemnifications and other provisions that survive the expiration of the individual Lease or of this Agreement shall continue in effect), and this Agreement shall be appropriately amended to reflect the termination of such Lease. Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any Transfer of a Leased Property to any Affiliate of Landlord, so long as the Holder still holds any Preferred Stock and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities Act, as amended, including without limitation Regulation D and Regulation S thereunder. The Company shall give the Holder written notice of its proposal to make Affiliate acquires such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder shall have ten (10) business days from receipt of such notice to deliver a written notice Leased Property subject to the Company that the Holder wishes to exercise its right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period. If the Holder exercises its right of first refusal with respect to such Equity Offering, it must close the transactions contemplated by the proposed issuance within ten (10) business days of the exercise of its right hereunder on the same economic terms and using the same documentation provided in the Company's notice to the Holder. If the Holder fails to close the transaction for any reason other than a breach by the Company of its obligations hereunder, such Holder's right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day periodPurchase Refusal Right.

Rights of First Refusal. The Holder Subject to the terms and conditions set forth in this Section 12.01 and provided that no Event of Default with respect to the subject Leased Property has occurred and is continuing at such time or at the expiration of this Agreement or the individual Lease, Tenant shall have a right of first refusal pro rata according (the "Purchase Refusal Right") to purchase any Leased Property (including any Leased Property owned by an Affiliate [as defined in Section 13.01 hereof] of Landlord). If during the Term or for a period of ninety (90) days following termination of any Lease, Landlord or any Affiliate of Landlord receives a bona fide third party offer to Transfer any Leased Property, then, prior to accepting such third party offer, Landlord shall send written notice and a copy thereof to Tenant ("Landlord's Notice"). Tenant shall have ninety (90) days after receipt of Landlord's Notice to exercise Tenant's Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the Holder's ownership expiration of Preferred Stock on such one hundred eighty (180) days, Landlord or its Affiliates may Transfer such Leased Property provided however, that the date on which the Company's notice pursuant to this Section 6.2 is given on any Equity Offerings (except for an offering of rights to subscribe for shares Transfer of the CompanyLeased Property is at a price equal to or greater than the price contained in the Landlord's Common StockNotice, provided the Holders and otherwise consistent in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been converted), until February 13, 1998, so long as the Holder still holds any Preferred Stock and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities Act, as amended, including without limitation Regulation D and Regulation S thereunder. The Company shall give the Holder written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, all material respects with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder shall have ten (10) business days from receipt of such notice to deliver a written notice to the Company that the Holder wishes to exercise its right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day periodconditions set forth in Landlord's Notice. If the Holder exercises its right of first refusal with respect to such Equity Offering, it must close the transactions contemplated by the proposed issuance within ten (10) business days of the exercise of its right hereunder on the same economic terms and using the same documentation provided Tenant's Purchase Refusal Right shall revive in the Company's notice to the Holder. If the Holder event that Landlord fails to close Transfer the transaction for any reason other than a breach by Leased Property within said one hundred eighty (180) days. In the Company of its obligations hereunder, such Holder's right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided event that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period.Tenant elects to

Rights of First Refusal. The Holder Holders shall have a right of first refusal pro rata according to the Holder's Holders' ownership of Preferred Stock Debentures on the date on which the Company's notice pursuant to this Section 6.2 Paragraph 13 is given on any Equity Offerings for a period of one (except for an offering of rights to subscribe for shares of 1) year from the Company's Common Stock, provided the Holders in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been converted), until February 13, 1998date hereof, so long as the Holder Holders still holds hold any Preferred Stock Debentures and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities ActAct of 1933, as amended, including without limitation Regulation Regulations D and Regulation S thereunder. The Company shall give the Holder Holders written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder Such Holders shall have ten (10) business days from receipt of such notice to deliver a written notice to the Company that the Holder wishes such Holders wish to exercise its their right of first refusal with respect to the entire Equity Offering or a part thereof. Failure by such Holders to respond within such period shall be deemed an irrevocable waiver of their right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period. If the Holder exercises its such Holders exercise their right of first refusal with respect to such any Equity Offering, it they must close the transactions contemplated by the proposed issuance within ten (10) business days of the exercise of its their right hereunder on the same economic terms and using the same documentation provided in the Company's notice to the HolderHolders. If the Holder fails Holders fail to close the transaction for any reason other than a breach by the Company of its obligations hereunder, such Holder's Holders' right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period.