Common use of Rights of First Offer Clause in Contracts

Rights of First Offer. In the event the Company proposes to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the right to purchase shares of Common Stock to any of the Purchasers or any of their Affiliates, the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than thirty (30) days in advance of the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner as the Company shall reasonably specify.

Rights of First Offer. In (a) During the event period commencing on the Company proposes to offer or sell any additional Closing Date and continuing until the date on which the sum of (i) the number of full shares of Common Stock or any security into which shares of Preferred Stock for which Purchaser was the record holder could be converted pursuant to terms of the Certificate of Designation, and (ii) that is convertible into or carries the right to purchase number of full shares of Common Stock to any of then held by the Purchasers or any of their AffiliatesPurchaser, the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed is less than five percent (5%) of the then total outstanding Common Stock, prior to the Company finalizing a financing (the "Proposed Offering") with an investor which includes the issuance of equity securities, or any security convertible into or exercisable, directly or indirectly, for equity securities of the Company (collectively, the "Equity Securities") at a price which is less than the closing bid price (the "Market Price") for a share of Common Stock (on the date of the Proposed Offering Notice (as defined herein)) as reported by The NASDAQ Stock Market, or such other securities exchange or national market system on which Common Stock is then listed, the Company shall provide written notice to Purchaser (the "Proposed Offering Notice") which includes a fully-diluted basis)description in reasonable detail of the Proposed Offering, including the type and amount of Equity Securities proposed to be issued and the consideration the Company desires to receive therefore. The Proposed Offering Notice shall constitute an offer to Purchaser to purchase a portion (ba "Maintenance Amount") of the securities being offered (the "Offered Securities") in connection with the Proposed Offering on a pari passu basis in order to maintain Purchaser's percentage level of ownership of the Company's Common Stock outstanding as such ownership exists on the date of the Proposed Offering Notice. For purposes of determining whether a Proposed Offering includes the issuance of Company Equity Securities at a price which is less than the Market Price, the total consideration to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established received by the Company in connection with such Proposed Offering will be divided by the authorization or approval total of (i) shares of Common Stock to be issued in connection with the subject offering or saleProposed Offering, (ii) options and warrants to purchase Common Stock to be issued in connection with the Proposed Offering (assuming such options and warrants have been fully exercised), and (iii) preferred stock (and options and warrants to purchase such preferred stock) to be issued in connection with the Proposed Offering which are convertible into Common Stock (assuming such preferred stock, options and warrants shall be set forth or summarized in a written notice issued deemed to each of the Purchasers not less than thirty (30) days in advance of the date of the proposed offering or sale and which terms and conditions shall be no less favorable have been converted to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted Common Stock pursuant to this Section 5 during the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner as terms thereof utilizing the Company shall reasonably specifyMarket Price).

Rights of First Offer. In Prior to seeking financing from any third party consisting of an issuance of Equity Securities (the event “Proposed Securities”) by the Company proposes to offer on or sell any additional shares of Common Stock or any security that is convertible into or carries after the right to purchase shares of Common Stock to any Initial Closing and for so long as 50% of the Purchasers or any of their AffiliatesSeries A Preferred Stock remains outstanding, the Company shall notify the Purchaser of a description in reasonable detail of the Proposed Securities, the amount proposed to be issued and the consideration the Company desires to receive therefor (the “Notice”), which Notice shall constitute an offer each to the Purchaser to purchase a portion (a “Maintenance Amount”) of such Proposed Securities on a pari passu basis in order to maintain the Purchaser’s percentage level of ownership of the total Common Stock outstanding as such term is used in the last sentence of Section 2.3. The Purchaser shall have 15 days after receipt of the Notice (unless the Purchaser earlier indicates that it has no interest in purchasing the Proposed Securities), to decide whether or not to acquire the Maintenance Amount, after which (if the Purchaser has not agreed to purchase the above-mentioned Maintenance Amount on the terms set forth in the Notice or such other terms as are mutually acceptable to the Company and its Affiliates the right Purchaser) the Company shall be permitted to subscribe seek and obtain a third-party purchaser to and purchase an acquire the entire amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee SharesProposed Securities, provided that the aggregate amount closing of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established such acquisition by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than thirty (30) such third party purchaser occurs within 90 days in advance of from the date of the proposed offering or sale Notice and which provided that the acquisition of the Proposed Securities by such third-party purchaser is on terms and conditions no more favorable to such third-party purchaser than those terms set forth in the Notice. No equity securities shall be no less favorable issued by the Company to each any person unless the Company has first offered such portion of the equity securities to the Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to in accordance with this Section 5 during 4.10, except with respect to a secondary public offering of at least a price per share equal to 500% of the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner amount designated as the Purchase Price Per Share on Exhibit B–I with gross proceeds to the Company shall reasonably specifyof at least $15 million.

Rights of First Offer. In Prior to seeking financing from any third party consisting of an issuance of Equity Securities (the event "Proposed Securities") by the Company proposes to offer on or sell any additional shares of Common Stock or any security that is convertible into or carries after the right to purchase shares of Common Stock to any of Initial Closing (but excluding the Purchasers or any of their AffiliatesSubsequent Purchase and the Schedule 2.3 Transaction), the Company shall notify the Pequot Entities of a description in reasonable detail of the Proposed Securities, the amount proposed to be issued and the consideration the Company desires to receive therefor (the "Notice"), which Notice shall constitute an offer each Purchaser to the Pequot Entities to purchase a portion (a "Maintenance Amount") of such Proposed Securities on a pari passu basis in order to maintain the Pequot Entities' percentage level of ownership of the total Common Stock outstanding as such term is used in the last sentence of Section 2.3. The Pequot Entities shall have 15 days after receipt of the Notice (unless the Pequot Entities earlier indicates that it has no interest in purchasing the Proposed Securities), to decide whether or not to acquire the Maintenance Amount, after which (if the Pequot Entities have not agreed to purchase the above-mentioned Maintenance Amount on the terms set forth in the Notice or such other terms as are mutually acceptable to the Company and its Affiliates the right Pequot Entities) the Company shall be permitted to subscribe seek and obtain a third-party purchaser to and purchase an acquire the entire amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee SharesProposed Securities, provided that the aggregate amount closing of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established such acquisition by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than thirty (30) such third party purchaser occurs within 90 days in advance of from the date of the proposed offering or sale Notice and which provided that the acquisition of the Proposed Securities by such third-party purchaser is on terms and conditions no more favorable to such third-party purchaser than those terms set forth in the Notice. No equity securities shall be no less favorable issued by the Company to each Purchaser and its Affiliates than those any person unless the Company has first offered such portion of the equity securities to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to Pequot Entities in accordance with this Section 5 during 4.9, except with respect to a primary public offering of at least a price per share equal to 200% of the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner amount designated as the Purchase Price Per Share on Exhibit B-I with gross proceeds to the Company shall reasonably specifyof at least $15 million.

Rights of First Offer. In the event the Company proposes If any holder of Lee Xxxurities, SCP Securities or Seller Securities (each a "NON-EMPLOYEE INITIATING PARTY") desires to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the right to purchase shares of Common Stock to Transfer any of the Purchasers or Securities held by such party (the "OFFERED SECURITIES") to any of their AffiliatesPerson other than the Company, then the Non-Employee Initiating Party shall give written notice to the Company shall offer each Purchaser to the effect that such Non-Employee Initiating Party would like to Transfer such Securities, indicating the number and its Affiliates the right to subscribe to and purchase an amount type of the securities proposed to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth belowTransferred. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than Within thirty (30) days in advance of the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of ten (10) days next following receipt of such written noticenotice (the "OFFER PERIOD"), the Company may elect to submit a written proposal (an "OFFER PROPOSAL") to purchase no less than all of the Offered Securities at a price and on terms specified in such Offer Proposal. If the Company does not furnish a written proposal within the Offer Period, then, subject to compliance with Sections 5 and 6, such exercise Non-Employee Initiating Party may sell the Offered Securities within one hundred eighty (180) days following the expiration of the Offer Period to any other Person. If the Company delivers the Offer Proposal within the Offer Period, the Non-Employee Initiating Party must accept or reject such Offer Proposal within thirty (30) days following receipt of such Offer Proposal. If the Non-Employee Initiating Party rejects the Offer Proposal, then, subject to compliance with Sections 5 and 6, such Non-Employee Initiating Party may sell to any other Person the Offered Securities within one hundred eighty (180) days following the date of rejection of the Offer Proposal at a price which is higher than the price specified in the Offer Notice. If such Offered Securities are subsequently proposed to be signed Transferred to another Person at a price which is equal to or lower than the price specified in the Offer Proposal, then such Offered Securities shall be re-offered by the Non-Employee Initiating Party to the Company in accordance with the terms of this Section 3.2. For purposes of this Section 3.2, if the price contained in any Offer Proposal or any proposal of any other Person shall not be payable solely in cash, then "price" shall be determined in the reasonable judgment of the Non-Employee Initiating Party upon review of the total amount of cash, securities, debt instruments or other forms of consideration comprising the purchase price for the Offered Securities, if any. Notwithstanding the foregoing, (i) no holder of Seller Securities shall Transfer all or any portion of such Seller Securities to a Competitor Institution (unless pursuant to a Sale of all Securities under Sections 5 and documented 6), and (ii) no Transfer to any Person other than the Company pursuant to this Section 3.2 shall be effective until the recipient has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Offered Securities to be received by such manner recipient are subject to all of the provisions of this Agreement and that such recipient is bound hereby and a party hereto to the same extent as the Non-Employee Initiating Party, except that notwithstanding Section 9, transferees of Seller Securities shall not have any inspection rights and shall have only those information rights entitling them to receive annual and quarterly financial statements of the Company shall reasonably specifyand its Subsidiaries required to be furnished under such Section.

Rights of First Offer. In the event the Company proposes to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the Tenant shall have no right to purchase shares exercise the First Offer Right under the Prime Lease; provided, however, Landlord will deliver to Tenant within five (5) days after receipt all notices Landlord receives pursuant to Article 9 of Common Stock the Prime Lease. Tenant will have a re-occurring right of first offer with respect to any of space which Landlord desires to sublease to third parties from time to time during the Purchasers or any of their AffiliatesSublease Term, the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject except to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to extent such Sublease (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) would constitute an "Affiliated Transfer" pursuant to Section 2.2 of the outstanding Common Stock (on a fully-diluted basis)Prime Lease, (b) the issuance covers five thousand (5,000) square feet of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase AgreementRentable Area or less, or (c) the issuance of securities is entered into in connection with a Qualifying Initial Public Offeringsublease to an entity to whom Landlord has sold a discreet, identified business unit of Landlord or (d) the issuance an Affiliate of shares of Class A Common Stock Landlord. Prior to entering into or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stockmarketing for any such sublease, respectively. The price and other terms and conditions upon Landlord shall notify Tenant that Landlord desires to so sublease, which each notice from Landlord shall contain a description of the Purchasers applicable space and their Affiliates the proposed commencement date and expiration date of such proposed subleasing. Tenant may exercise the rights granted to them under this Section 5 shall be as established its first offer right by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than given within thirty (30) days in advance after receipt of Landlord's notice. In the event Tenant exercises such first offer right, Tenant's subleasing of the date of applicable space will be on the proposed offering or sale and which same terms and conditions as this Sublease (including Tenant's obligations to pay Rent with respect thereto), except that the Base Rent with respect to such space will be at the rate payable by Landlord from time to time under the Prime Lease with respect to such space, the term of this Sublease with respect to such space shall be no less favorable commence on the date proposed by Landlord in such notice and shall end on the earlier to each Purchaser occur of (a) the expiration date proposed by Landlord in such notice, or (b) the expiration or earlier termination of the Sublease Term, and, as between Landlord and Tenant, Tenant would accept such space in its Affiliates than those "as is" condition (except that prior to delivery of such space to Tenant, Landlord shall remove all personal property and trade fixtures from the applicable space and cause the applicable space to be offered to all other Purchasers and their Affiliatesdelivered in a "broom clean" condition). Each Purchaser and Upon Tenant's exercise of its Affiliates may exercise the subscription right granted of first offer pursuant to this Section 5 during 3.5, Landlord and Tenant shall execute and deliver to each other amendments to this Sublease memorializing the period increase in the Rentable Area of ten (10) days next following receipt the Subleased Premises and the term of this Sublease with respect thereto. If Tenant elects not to exercise such written noticeright, Landlord shall be free to sublease the applicable space covered by Landlord's notice as aforesaid free from Tenant's first offer right, except that such exercise election shall not waive or extinguish Tenant's rights or Landlord's obligations under this Section 3.5 with respect to be signed and documented in such manner as the Company shall reasonably specifyany subsequent proposed subleasing by Landlord.

Rights of First Offer. In (a) Except with respect to transactions covered by Section 4.7, prior to a Qualified IPO, if any of the event holders of the Series A Preferred Stock or the Series B Preferred Stock, or any of the Major Shareholders, as the case may be (each, a "First Offer Holder"), proposes to sell, assign, pledge, hypothecate, transfer or otherwise dispose of any shares (the "Offered Stock") of the Company then held by it (each, a "Selling Party"), then the Selling Party shall promptly give written notice (the "Offer Notice") to the Company. Upon delivery of the Offer Notice, the Company shall dispatch and forward such Offer Notice, within 3 business days of receipt thereof, on behalf of the Selling Party, to each holder of the Preferred Stock and to each Major Shareholder (the "Non-Selling Parties"), except for such Selling Party. For purposes of this Section 4, the date that is the latest date of receipt of the Offer Notice by any of the Series A Preferred Holders, i-Hatch, or General Atlantic shall be referred to as the "Offer Notice Dispatch Date." The Offer Notice shall (i) specify the number of shares of Offered Stock, the amount and type of consideration proposed to be received for such shares, and the other material terms on which the Selling Party proposes to sell, assign, pledge, hypothecate, transfer or otherwise dispose of the Offered Stock and (ii) contain the following offer: The Selling Party shall offer or to sell any additional shares of Common Stock or any security that is convertible into or carries (the "First Option") to the Company, and to the extent permitted by Korean law the Company shall have the right to purchase shares (the parties expressly acknowledging that such purchase by the Company is not currently permitted under Korean law but may be in the future), the Offered Stock at the same price per share and for consideration consisting of Common Stock (x) cash equal to the amount of cash proposed to be paid by a proposed transferee and (y) if any of the Purchasers consideration to be paid by a proposed transferee is non-cash consideration, either the same non-cash consideration or, at the election of the Company, cash having an equivalent value to the non-cash consideration proposed to be paid by a proposed transferee. The determination of equivalent value required by the preceding sentence, as well as the decision whether or not the Company will exercise the First Option, in any particular instance shall be made by a committee of their Affiliatesthe Board of the Company consisting of all directors other than any Board member designated by the Selling Party (provided, however, that upon a transfer by SKT, none of Jin Woo So, Sang Jun Park, Dong Jin Lee or Hoseok Kim shall be considxxxx xxrectors dexxxxxxxx by SKT) xxxxxzing xxx xxxxxd and/or advisory assistance it deems appropriate, and the Company shall give the Selling Party and the First Offer Holders written notice of such determination within fifteen (15) days of the Offer Notice Dispatch Date (the "First Option Acceptance Period"). Notwithstanding the foregoing, in the event the Selling Party disputes the determination of equivalent value made pursuant to the immediately preceding sentence, the Company shall offer each Purchaser engage a nationally recognized investment banking firm (or other firm as is mutually acceptable to the Company and its Affiliates the right Selling Party) to subscribe to and purchase an amount recompute the equivalent value of the securities to be so non-cash consideration offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors at the Second Closing in accordance with the Securities Purchase Agreement, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 shall be as established by the Company in connection with pursuant to the authorization or approval First Option, it being understood that the fees and expenses of the subject offering or sale, which such investment banking firm shall be set forth paid one-half by the Company and one-half by the Selling Party, and the investment banking firm's method of calculation of equivalent value shall be used in determining the amount of non-cash consideration permitted to be paid by the Company pursuant to the First Option or summarized by the First Offer Holders pursuant to the Second Option (in a each case, as defined below). If the Company (A) fails to notify the Selling Party in writing during the First Option Acceptance Period that it elects to accept the First Option or (B) by written notice issued to each of the Purchasers not less than thirty (30) days in advance of the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of ten (10) days next following receipt of such written noticeFirst Option Acceptance Period rejects the First Option in whole or in part, such exercise to be signed and documented in such manner as the Company shall reasonably specify.Selling Party

Rights of First Offer. In 14.36.1 Landlord is in the event process of marketing for lease the Company proposes to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the right to purchase shares of Common Stock to any third floor of the Purchasers or any Building which is the subject of their Affiliates, this Section 14.36.1 (the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth below"Third Floor Offer Space"). The rights created by provisions of this Section 5 shall not apply to (a) the issuance initial leasing of the Third Floor Offer Space after the date hereof or to any rights of extension contained in such initial lease(s), nor shall this Section 14.36.1 apply to any other portion of the Building. Provided that there is at least one year remaining in the Term of this Lease, that Tenant is not in default in the performance or observance of any of the terms and sale provisions of Employee Sharesthis Lease on the part of Tenant to be performed or observed beyond applicable grace and cure periods, and provided that the aggregate amount initial tenant occupying the Third Floor Offer Space under a lease between Landlord and DM Management Company has not exercised its prior rights of Employee Shares first offer as to the Third Floor Offer Space (as to which the rights of Tenant under this Section 14.36.1 shall not at be expressly subordinate), if Landlord intends to market for lease all or any time exceed five percent (5%) portion of the outstanding Common Stock (on a fully-diluted basis), (b) the issuance of Company Securities to the Venture Investors Third Floor Offer Space and such space is at the Second Closing in accordance with time subject to Tenant's rights under this Section, then Landlord will present a term sheet (the Securities Purchase Agreement"Third Floor Offer") for the leasing of such space to Tenant at fair market rent, (c) the issuance of securities in connection with a Qualifying Initial Public Offeringas reasonably determined by Landlord, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and on such other reasonable and customary terms and conditions upon which each for comparable first class office buildings in the Boston, Massachusetts geographic area as Landlord may determine. Except as otherwise set forth in the Third Floor Offer, the Third Floor Offer to lease such space shall be on the terms and conditions set forth herein. Upon its receipt of the Purchasers Third Floor Offer, Tenant shall have ten (10) business days to accept or reject the Third Floor Offer. If Tenant accepts the Third Floor Offer within said ten (10) business day period, Landlord and their Affiliates may exercise Tenant shall execute an amendment to this Lease which incorporates the rights granted to them under this Section 5 shall be as established by Third Floor Offer Space on the Company in connection with the authorization or approval of the subject offering or sale, which shall be terms set forth or summarized in a written notice issued to each of the Purchasers not less than therein within thirty (30) days in advance of Tenant's acceptance of said Third Floor Offer. In the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of event that Tenant does not accept said Third Floor Offer within said ten (10) days next following receipt business day period or Landlord and Tenant do not execute a lease on the terms therein set forth within said thirty (30) day period, then Landlord shall have the right to lease to any other party said Third Floor Offer Space on such terms and conditions not materially more favorable than those contained in the Third Floor Offer. As used herein, "materially more favorable" shall include a rental rate less than ninety percent (90%) of such written notice, such exercise to be signed and documented that contained in such manner as the Company shall reasonably specifyThird Floor Offer.

Rights of First Offer. In the event of a proposed Share Disposition --------------------- to any single Person (or affiliates of such Person) of 3,000,000 or more Acquisition Shares (subject to appropriate adjustment in the Company proposes to offer case of a stock split, stock dividend, reclassification or sell any additional shares similar event) by (i) Compaq, (ii) Subsidiaries of Common Stock Compaq who shall have acquired Acquisition Shares from Compaq or any security that is convertible into other Subsidiaries of Compaq or carries (iii) Compaq and one or more of such Subsidiaries together, other than in connection with a registration pursuant to the Registration Rights Agreement, Compaq or such Subsidiary shall first offer such Acquisition Shares to CMGI by delivery of a written notice (the "Offer Notice") to CMGI specifying the number of Acquisition Shares proposed to be sold or transferred, the price to be paid for such shares and the other material terms and conditions of the proposed sale. CMGI shall have the right to purchase shares of Common Stock to any all but not less than all of the Purchasers Acquisition Shares specified in the Offer Notice, which right may be exercised only by delivery to Compaq within 10 business days after the Offer Notice shall have been delivered to CMGI of a written notice (the "Acceptance Notice) setting forth its acceptance of Compaq's offer. In the event that CMGI does not deliver an Acceptance Notice to Compaq by the close of business on the tenth business day following Compaq's delivery of an Offer Notice (the "Last Acceptance Day"), Compaq (or any of their Affiliates, the Company shall offer each Purchaser Compaq's Subsidiaries or Compaq and its Affiliates affiliates) shall be free to sell or transfer up to the right number of Acquisition Shares specified in the Offer Notice for a period of 90 days after the Last Acceptance Day to subscribe to and purchase an amount of the securities one or more Persons; provided, however, that any Acquisition Shares not sold within such 90 day -------- ------- period shall, if proposed to be so offered sold or sold corresponding to such Purchaser's Common Stock Percentage, transferred in sale or transfer of 3,000,000 or more Acquisition Shares (subject to appropriate adjustment in the termscase of stock split, conditionsstock dividend, limitations and exemptions set forth below. The rights created by this Section 5 shall not apply to (a) the issuance and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basisreclassification or similar event), (b) the issuance of Company Securities shall thereafter be offered to the Venture Investors at the Second Closing CMGI in accordance with this Section 5.2. In the Securities Purchase Agreementevent that CMGI delivers an Acceptance Notice prior to the Last Acceptance Day, (c) the issuance of securities in connection with a Qualifying Initial Public Offering, or (d) the issuance of shares of Class A Common Stock or Class B Common Stock upon conversion of shares of Class B Common Stock or Class A Common Stock, respectively. The price and other terms and conditions upon which each closing of the Purchasers and their Affiliates may exercise the rights granted to them under this Section 5 purchase of Acquisition Shares by CMGI shall be as established by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a written notice issued to each of the Purchasers not less than thirty (30) take place 30 days in advance of after the date of the proposed offering or sale and which terms and conditions shall be no less favorable to each Purchaser and its Affiliates than those to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 during the period of ten (10) days next following receipt of such written notice, such exercise to be signed and documented in such manner as the Company shall reasonably specifyAcceptance Notice.

Rights of First Offer. In As used herein the event the Company proposes to offer or sell any additional shares of Common Stock or any security that is convertible into or carries the right to purchase shares of Common Stock to any term an "Offer Space" shall mean each of the Purchasers or any of their Affiliates, first two available spaces with each such space measuring up to 6,000 Square Feet on the Company shall offer each Purchaser and its Affiliates the right to subscribe to and purchase an amount seventh (71h) floor of the securities to be so offered or sold corresponding to such Purchaser's Common Stock Percentage, subject to the terms, conditions, limitations and exemptions set forth belowBuilding. The rights created by this Section 5 shall not apply to Provided (a) the issuance Lease is in full force and sale of Employee Shares, provided that the aggregate amount of Employee Shares shall not at any time exceed five percent (5%) of the outstanding Common Stock (on a fully-diluted basis)effect, (b) the issuance of Company Securities to the Venture Investors Tenant is not in default hereunder at the Second Closing in accordance with the Securities Purchase Agreementtime of notification or commencement, (c) the issuance of securities in connection with a Qualifying Initial Public OfferingPremises nor any part thereof have been sublet (except to Permitted Transferees and parties approved by Landlord), or (d) the issuance Lease has not been assigned (except to Permitted Transferees and parties approved by Landlord), (e) Tenant or a party approved by Landlord is an occupant of shares the Building under this Lease and intends to continue to use the Premises and an Offer Space itself, (f) that both at the time of Class A Common Stock notification and commencement there has been no material adverse change in the financial condition of the Tenant or Class B Common Stock upon conversion a party approved by Landlord as reasonably determined by Landlord, and (g) there shall be at least forty-eight (48) months remaining in the Term (excluding any then unexercised renewal options) on the date Tenant would commence paying rent on an Offer Space, Tenant shall have, subject to the foregoing and the currently existing rights of shares tenants and option holders, and the right of Class B Common Stock Landlord to relocate tenants to, or Class A Common Stockrenew or extend the lease with any tenant or occupant currently in, respectively. The price and other an Offer Space, two (2) options to lease an Offer Space or the portion thereof described in Landlord's notice on the same terms and conditions upon which each as Landlord then proposes to offer such portion of an Offer Space to a third party, except as otherwise provided herein. At the Purchasers and their Affiliates may exercise the rights granted time Landlord proposes to them under this Section 5 offer an Offer Space or any portion thereof for lease to a third party, Landlord shall be as established by the Company in connection with the authorization or approval of the subject offering or sale, which shall be set forth or summarized in a deliver to Tenant written notice issued to each of the Purchasers not less than thirty (30) days in advance of the date its intention along with a copy of the proposed offering or sale and which terms and conditions terms. Notwithstanding anything herein to the contrary, Landlord shall not be no less favorable obligated to each Purchaser and its Affiliates than those offer an Offer Space to be offered to all other Purchasers and their Affiliates. Each Purchaser and its Affiliates may exercise the subscription right granted pursuant to this Section 5 Tenant that Landlord would begin marketing during the period initial twenty-four (24) months after the Commencement Date and Tenant will have no right of first offer for such an Offer Space. By way of illustration, but not limitation of the preceding sentence, Landlord shall not be obligated to offer an Offer Space to Tenant if an Offer Space is available for lease on March 1, 2018 (which is one month after the initial 24-months of the Term) since Landlord would have marketed such Offer Space's availability within the initial 24-months of the Term. Tenant shall exercise its options by written notice to Landlord delivered within ten (10) days next following receipt of Landlord's notice to Tenant. If Tenant exercises either of its right of first offer, it shall lease the Offer Space or the portion thereof described in Landlord's notice on the terms and conditions set forth in the lease proposal attached to Landlord's notice. If Tenant timely exercises its right of first offer an Offer Space, Landlord, at its sole cost and expense, shall ensure within a reasonable period of time after Tenant takes possession of such written noticeOffer Space that Tenant's private elevator can access the seventh (71h) floor. If Tenant fails to exercise either right of first offer as specified herein, then Landlord may thereafter offer to lease the Offer Space or the portion thereof described in Landlord's notice to third parties on such exercise terms and conditions as Landlord finds acceptable without first offering such space to Tenant. Rooftop Deck Tenant may, at its sole cost and expense, and in accordance with the provisions of Article VII hereof, construct an exclusive rooftop deck in an area designated by Landlord on the south side of the Building's roof (the "Rooftop Deck"). Landlord and Tenant shall mutually agree on the plans of the Rooftop Deck prior to construction, which shall be signed and documented subject to approval by the City of Chicago. Urban Innovations, Ltd. shall act as the general contractor for the construction of the Rooftop Deck. Furthermore, Landlord may require Tenant to provide Landlord with adequate security in such manner amounts and in such form reasonably determined by Landlord for the cost of constructing such Rooftop Deck. Tenant's option to construct the Rooftop Deck shall expire upon the earlier to occur of: (i) another tenant in the Building leasing more square feet than the Premises; and (ii) four (4) calendar years after the Commencement Date. The foregoing notwithstanding, if Tenant has properly exercised its right to construct the Rooftop Deck, Tenant shall nevertheless forfeit its right to construct the Rooftop Deck if Tenant has not obtained a building permit issued by the City of Chicago within four (4) months after timely exercising its right to construct the Rooftop Deck and/or has not completed the construction of the Rooftop Deck within three (3) months following Tenant obtaining such permit, subject to delays beyond the reasonable control of Urban Innovations, Ltd. (which will result in a day for day extension of Landlord's obligation to complete such construction). Landlord may then offer such option to another tenant or prospective tenant if Tenant fails to timely complete the construction of the Rooftop Deck as aforementioned. Tenant shall abide by all rules and regulations enacted by Landlord with respect to the Company Rooftop Deck. Landlord shall reasonably specifynot impose any ADA requirements to the Rooftop Deck unless ADA compliance is mandated specifically to the Rooftop Deck by an applicable governmental authority.