Common use of Exercise of Right of First Offer Clause in Contracts

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a written notice (a “ROFO Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one of the Advisors does not deliver a ROFO Notice during the ROFO Notice Period accepting all of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5.

Exercise of Right of First Offer. (i) Upon The Sponsor shall have a period of five (5) Business Days following its receipt of the Offering Notice, Business Combination LOI (the Advisors shall have until “Initial Offer Period”) to deliver a bona fide binding written offer (the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, (the Company’s offer “Sponsor Offer”) to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one of the Advisors does not deliver a ROFO Notice during the ROFO Notice Period accepting all of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Offer Notice (the “Waived New Equity SecuritiesSponsor Offer Terms”). Thereafter, If the Sponsor does not deliver an ROFO Offer Notice to the extent Company during the other Advisor has delivered Initial Offer Period, the provisions of this paragraph 12 shall be deemed terminated and the Right of First Offer shall be deemed expired. If the Sponsor delivers a ROFO Offer Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to itPeriod, the Company shallmay thereafter determine, within five (5) Business Days after the expiration following its receipt of the ROFO Offer Notice, in its sole discretion, to (A) accept the ROFO Offer by delivery of a written notice to the Sponsor (an “Acceptance Notice”) or (B) reject the ROFO Offer. (ii) If the Company does not deliver, or has not yet delivered, an Acceptance Notice Periodfollowing receipt of a timely ROFO Offer Notice, give an Offering Notice then in the event that (A) the Company receives a bona fide written offer from a third party (a “Third Party Purchaser”) to such Advisor, informing it that it has the right to increase the number of purchase New Equity Securities that it accepted pursuant the Company desires to accept, the Company must promptly deliver a written notice to the initial ROFO Notice by up Sponsor setting forth the terms of such offer (the “Third Party Offer Terms”) and (B) if the Third Party Offer Terms, in the reasonable business judgment of the Board of Managers of the Sponsor, are the same as or worse than the Sponsor Offer Terms, taken as a whole (such offer, an “Inferior Third Party Offer”), the Company must deliver a written notice (a “Third Party Offer Notice”) to the number of Waived Sponsor offering the Sponsor the right to purchase New Equity SecuritiesSecurities on the Third Party Offer Terms. Such Advisor The Sponsor shall then have a period of two (2) Business Days following receipt of the Third Party Offer Notice (the “Subsequent Offering Match Period”) in which to accept such second offer, by giving notice of acceptance deliver to the Company a bona fide written binding offer to purchase New Equity Securities on the Third Party Offer Terms (the “Subsequent ROFO NoticeMatched Offer”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase). The Company shall thereafter be free to sell or not enter into an a definitive binding agreement to sell accept any Inferior Third Party Offer unless (x) the unaccepted portion of such Waived New Equity Securities Sponsor fails to any third party without any further obligation deliver a Matched Offer to the Advisors pursuant to this Section 5 within Company during the ninety (90) day period thereafter (and Match Period with respect to an agreement to sell, consummate such sale at any time thereafterInferior Third Party Offer or (y) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into shall have timely delivered an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5Acceptance Notice.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Member Notice, the Advisors Company and each ROFO Rightholder shall have until the end right to purchase the Offered Units in the following order of priority: first, the Company shall, subject to approval by a Supermajority Board Vote, have the right to purchase all or any portion of the Offered Units in accordance with the procedures set forth in Section 10.3(d)(ii), and thereafter, the ROFO Notice Period Rightholders shall have the right to accept purchase the Company’s offer to purchaseOffered Units, in whole or accordance with the procedures set forth in partSection 10.3(d)(iii), to the extent the Company does not exercise its pro rata share right in full. Notwithstanding the foregoing, the Company and the ROFO Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.3(d), no less than all of the New Equity Securities Offered Units shall be purchased by delivering the Company and/or the ROFO Rightholders, subject to the limitations set forth in Section 3.5 through Section 3.7. Notwithstanding the foregoing, in the event that the procedures set forth in this Section 10.3 would result in a Member’s ownership exceeding the limitations set forth in Section 3.5, the amount of any such excess shall be allocated among the other Purchasing Rightholders that do not and will not exceed the limitations set forth in Section 3.5 after the exercise of their respective rights under this Section 10.3, provided, however, that if as a result of the reallocation among the Purchasing Rightholders, all of the Purchasing Rightholders’ ownership would exceed the limitations set forth in Section 3.5, then any remaining excess may be offered to a third party on the same terms. (ii) The initial right of the Company to purchase any Offered Units shall be exercisable with the delivery of a written notice (a the “Company ROFO Exercise Notice”) by the Company to the Offering Member and the ROFO Rightholders within ten (10) Business Days of receipt of the Offering Member Notice (the “Company Option Period”), stating that it accepts, on behalf the number (including where such number is zero) and type of one or more specified Clients or other Purchasers, Offered Units the Company’s offer Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Notice and in the amounts specified in the ROFO Member Notice. Any The Company ROFO Exercise Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one of the Advisors does not deliver a ROFO Notice during Company. Notwithstanding anything to the ROFO Notice Period accepting all of contrary contained herein, in no event shall the New Equity Securities offered Company exercise its right to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered acquire Units purchased pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (510.3(d)(ii) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to and assign such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or any other PurchasersPerson. (iii) If the Subsequent Offer Notice is not delivered Company shall have indicated an intent to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase any less than all of the Waived New Equity SecuritiesOffered Units, the applicable Advisor ROFO Rightholders shall be deemed to have waived on behalf of its Clients and other Purchasers all rights the right to purchase such Waived New Equity Securities in such second offer the remaining Offered Units not selected by the Company. For a period of thirty (30) Business Days following the receipt of a Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth ROFO Exercise Notice in any Offering Notice. If which the Company does not sell or enter into an agreement has elected to sell purchase less than all the unaccepted portion of the New Equity Securities within Offered Units (such period, the “ROFO Rightholder Option Period”), each ROFO Rightholder shall have the right to elect irrevocably to purchase all or none of its Pro Rata Portion of the remaining Offered Units by delivering a written notice to the Company and the Offering Member (a “Member ROFO Exercise Notice”) specifying its desire to purchase its Pro Rata Portion of the remaining Offered Units, on the terms and respective purchase prices set forth in the Offering Member Notice. In addition, each ROFO Rightholder shall include in its Member ROFO Exercise Notice the number of remaining Offered Units that it wishes to purchase if any other ROFO Rightholders do not exercise their rights provided hereunder to purchase their entire Pro Rata Portions of the remaining Offered Units. Any Member ROFO Exercise Notice shall be deemed binding upon delivery and irrevocable by the ROFO Rightholder. (iv) The failure of the Company or any ROFO Rightholder to be revived and deliver a Company ROFO Exercise Notice or Member ROFO Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFO Rightholder Option Period, respectively, shall constitute a waiver of their respective rights of first offer under this Section 10.3 with respect to the Transfer of Offered Units, but shall not be offered affect their respective rights with respect to any third party unless first re-offered to the Advisors in accordance with this Section 5future Transfers.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors Purchaser shall have until the end of the ROFO Notice Period the right (but not obligation) to accept the Company’s offer to purchase, in whole purchase all or in part, a portion of its pro rata share of the New Equity Securities Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer offers to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Offer Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersthe Purchaser. (ii) If one of the Advisors Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period accepting all of Period, the New Equity Securities offered to it, it Purchaser shall be deemed to have waived on behalf all of its Clients or other Purchasers all the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in 5, and the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of such Waived New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Advisors Purchaser pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any the Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors Purchaser in accordance with this Section 5.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors Purchaser shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole purchase all or in part, a portion of its pro rata share of the New Equity Securities (pro rata is calculated based on the number of Forward Purchase Securities the Purchaser has agreed to purchase hereunder out of the total number of Forward Purchase Securities that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPS Closing), by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer offers to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Offer Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersthe Purchaser. (ii) If one of the Advisors Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period accepting all of Period, the New Equity Securities offered to it, it Purchaser shall be deemed to have waived on behalf all of its Clients or other Purchasers all the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in 4, and the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of such Waived New Equity Securities to any third party party, including any third parties (the “Forward Contract Parties”) that enter into one or more agreements substantially in the form of this Agreement with the Company (collectively, the “Forward Contracts”, ) without any further obligation to the Advisors Purchaser pursuant to this Section 5 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any the Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors Purchaser in accordance with this Section 54.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors Purchaser shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, purchase all (but not less than all) of its pro rata share of the New Equity Securities Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPS Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer offers to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Offer Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersthe Purchaser. (ii) If one of the Advisors Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period accepting all of Period, the New Equity Securities offered to it, it Purchaser shall be deemed to have waived on behalf all of its Clients or other Purchasers all the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in 5, and the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of such Waived New Equity Securities to any third party (including any Forward Contract Parties and any Sponsor) without any further obligation to the Advisors Purchaser pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any the Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors Purchaser in accordance with this Section 5. (iii) If the Purchaser has delivered a ROFO Offer Notice and any other Forward Contract Party waives (or is deemed to have waived) its right to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5, the Company shall give written notice to the Purchaser (the “Additional Take-up Notice”), specifying the number of New Equity Securities for which such rights have been waived (or deemed to be waived) by the other Forward Contract Parties (the “Additional Take-up Securities”), and the Purchaser shall be entitled to purchase its pro rata portion of the Additional Take-up Securities on the terms specified in the Offering Notice. The pro rata portion of the Purchaser shall be equal to the product obtained by multiplying the Additional Take-up Securities by a fraction the numerator of which is the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder and the denominator of which is the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPS Closing. (iv) The Purchaser shall have until the end of two (2) Business Days after receipt of the Additional Take-up Notice to offer to purchase all (but not less than all) of its pro rata share of the Additional Take-up Securities, by delivering a written notice (the “Additional Take-up Request”) to the Company stating that it offers to purchase such Additional Take-up Securities on the terms specified in the Offering Notice. Any Additional Take-up Request so delivered shall be binding upon delivery and irrevocable by the Purchaser. If the Purchaser does not deliver an Additional Take-up Request within such two (2) Business Day period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the Additional Take-up Securities offered pursuant to the Additional Take-up Notice under this Section 5, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such Additional Take-up Securities to any third party (including any Forward Contract Parties and any Sponsor) without any further obligation to the Purchaser pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion of the Additional Take-up Securities within such period, the rights provided hereunder shall be deemed to be revived and the Additional Take-up Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 5.

Exercise of Right of First Offer. If Tenant receives a First Offer Notice for a First Offer Increment and desires to lease the First Offer Increment, Tenant shall, within ten (10) Business Days after the delivery of the First Offer Notice to Tenant, notify Landlord thereof in writing (“Tenant’s Exercise Notice”), which Tenant’s Exercise Notice shall advise Landlord that Tenant either (i) Upon receipt of elects to lease the Offering Notice, the Advisors shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a written notice (a “ROFO Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities First Offer Increment on the terms specified set forth in the Offering First Offer Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) elects to lease the First Offer Increment, but desires to have the Fair Market Rent, tenant improvement allowance and other market concessions determined by appraisal in accordance with the procedures set forth in Paragraph 60.c. below. If one of the Advisors Tenant’s Exercise Notice does not deliver a ROFO Notice during specify whether Tenant has selected (i) or (ii) from the ROFO Notice Period accepting all of the New Equity Securities offered to itimmediately preceding sentence, it Tenant shall be deemed to have waived selected item (i). If Tenant’s Exercise Notice selected item (ii), then the parties shall comply with the procedures of Paragraph 60.c. below to determine the Fair Market Rent, tenant improvement allowance and other market concessions (with the fifteen (15) day period referred to in the first sentence of Paragraph 60.c being the fifteen (15) day period following the date of Tenant’s Exercise Notice) and the results of the appraisal procedure shall be binding on behalf the parties and Tenant may not revoke its exercise of the of the right of first offer for the subject First Offer Increment. Tenant must lease the entire First Offer Increment covered by a First Offer Notice and may not lease only a portion thereof and Tenant may only lease a First Offer Increment for the length of term specified by Landlord in the First Offer Notice. If Tenant does not deliver a Tenant’s Exercise Notice within the required ten (10) Business Day period, then Landlord shall have a period of six (6) months to lease the First Offer Increment to a third party on any terms Landlord desires. If Landlord has not leased the First Offer Increment to a third party within the aforementioned six (6) month period, then Landlord must again comply with the notice provisions set forth above prior to leasing the First Offer Increment to a third party. If Tenant does not exercise its Clients or other Purchasers all rights to purchase right of first offer and Landlord enters into a lease of the New Equity Securities offered pursuant First Offer Increment with a third party, Tenant’s right of first offer shall again apply to the Offering First Offer Increment if such space becomes “available for lease” (as defined above) at a later date during the Lease term. If, during the period that the right of first offer is in effect, space on a ROFO Floor is available for Lease and Tenant has not received a First Offer Notice under this Section 5 that were not included for such space in the prior six (6) months, then Tenant, by written notice to Landlord (a “ROFO Notice Request”) may require that Landlord deliver a First Offer Notice to Tenant for the First Offer Increment Tenant desires to lease. The ROFO Notice Request shall advise Landlord of which First Offer Increment Tenant elects to lease; provided, however, that the size of the First Offer Increment selected by Tenant shall not be less 30,000 rentable square feet unless the remainder of the vacant space on the subject ROFO Floor is less than 30,000 rentable square feet, in which even the First Offer Increment shall be all of the vacant space on the subject ROFO Floor. Further, in the event that Tenant desires to lease less than all of the available space on the subject ROFO Floor (e.g., more than 30,000 rentable square feet of space is available on the “Waived New Equity Securities”ROFO Floor, but Tenant does not exercise the right of first offer for all of the available space), then the size and configuration of the space to be leased by Tenant shall be subject to Landlord’s reasonable approval, which approval will not be unreasonably withheld but may be denied if the portion of the available space on the ROFO Floor that Tenant does not lease cannot (as reasonably determined by Landlord) reasonably be leased to one (1) or more third parties (e.g., the remaining space is too small, does not have an adequate number of exterior windows, does not have satisfactory elevator exposure or is otherwise oddly configured). Thereafter, to the extent the other Advisor has delivered If Tenant delivers a ROFO Notice Request in compliance with the foregoing, Landlord shall deliver a First Offer Notice to Tenant for the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase subject First Offer Increment and all of the New Equity Securities offered to it, provisions of this Paragraph 59 shall apply as if the Company shall, within five (5) Business Days after the expiration of the First Offer Notice was initially given under Paragraph 59.a. above without Landlord having received a ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other PurchasersRequest. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors Purchaser shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, purchase all (but not less than all) of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Securities the Purchaser has agreed to purchase in the amount set forth in this Agreement out of the Total Forward Purchase Shares, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer offers to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Offer Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersthe Purchaser. (ii) If one of the Advisors Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period accepting all of Period, the New Equity Securities offered to it, it Purchaser shall be deemed to have waived on behalf all of its Clients or other Purchasers all the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in 4, and the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of such Waived New Equity Securities to any third party (including the other Forward Contract Party) without any further obligation to the Advisors Purchaser pursuant to this Section 5 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any the Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of the New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors Purchaser in accordance with this Section 54.

Exercise of Right of First Offer. The Company shall give written notice (an “Issuance Notice”) of any proposed Company Equity Security Transaction (as described in Section 3(a) above) to the Investor not less than twenty (20) calendar days prior to the expected consummation date of such Company Equity Security Transaction; provided that no Issuance Notice need be given in respect of any Exempt Share Transaction (as hereinafter defined). Such Issuance Notice shall set forth (i) Upon receipt the number of the Offering Notice, the Advisors shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Company Equity Securities that are proposed to be sold by delivering a written notice (a “ROFO Notice”) to the Company stating that it acceptsin such Company Equity Security Transaction, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one the price at which and the other material terms and conditions on which such Company Equity Securities are proposed to be sold in such Company Equity Security Transaction and (ii) the number of First Offer Shares that the Advisors does not deliver a ROFO Notice during Investor will be entitled to purchase pursuant to Section 3(a), assuming the ROFO Notice Period accepting actual sale of all of the New Company Equity Securities offered proposed to it, it shall be deemed to have waived on behalf sold in such Company Equity Security Transaction. At any time during the 20 calendar day period following the receipt of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO such an Issuance Notice (the “Waived New Acceptance Period”), the Investor shall have the right to elect to purchase all or a portion of the number of First Offer Shares which the Investor is entitled to purchase by reason of such Company Equity SecuritiesSecurity Transaction, at the price specified in the Issuance Notice, by delivering to the Company, prior to the end of such 20 calendar day Acceptance Period, a written notice specifying the number of First Offer Shares which the Investor is electing to purchase (an “Acceptance Notice”). Thereafter, Subject to the extent proviso set forth hereinafter in this Section 3(b) and the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to provisions of Section 3(c) below, any purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent First Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer Shares by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors Investor pursuant to this Section 5 within 3 shall be consummated concurrently with the ninety (90) day period thereafter (and with respect consummation of the sale of shares in the Company Equity Security Transaction described in the Issuance Notice, at which time the Investor shall be obligated to an agreement to sellpay the purchase price, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those as set forth in any Offering the Issuance Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion , of the New Equity Securities First Offer Shares which the Investor has elected to purchase; provided, however, that, if governmental or regulatory approvals are required to be obtained by the Investor to permit it to purchase any of such First Offer Shares, and such approvals are obtained within such periodsixty (60) days after the date of the Investor’s Acceptance Notice, the rights provided hereunder then, a second closing shall be deemed to held on the fifth (5th) business day following the receipt of such approvals at which closing the remaining First Offer Shares will be revived purchased and paid for by the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5Investor.

Exercise of Right of First Offer. (i) Upon receipt of the Offering First Offer Notice, the Advisors each Offeree Shareholder shall have until the end option (the "Shareholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Shareholder within ten (10) days after the date of the ROFO First Offer Notice Period (the "Shareholders' First Offer Option Period"), to accept purchase from the Company’s offer Selling Shareholder, at the price and upon the terms specified in the First Offer Notice, a number of shares of Common Stock and a number of Warrants up to purchasethe sum of (A) the number of shares of Common Stock and Warrants included in the Offered Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock and shares of Common Stock issuable upon exercise of Warrants ("Common Stock Equivalents") owned by such Offeree Shareholder and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents held by all Offeree Shareholders and (B) the number of shares of Common Stock and Warrants that, under the formula in clause (A), all Offeree Shareholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of shares of Common Stock and Common Stock Equivalents owned by such Offeree Shareholder and the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents owned by the Offeree Shareholders (including such Offeree Shareholder) that exercised the option provided herein. Each Offeree Shareholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of shares of Common Stock and Warrants that such Offeree Shareholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional shares and Warrants, if any, that such Offeree Shareholder would be willing to purchase from the Selling Shareholder in the event that one or more Offeree Shareholders (other than such Offeree Shareholder) elect not to exercise their Shareholders' Right of First Offer, in whole or in part. If any Offeree Shareholder shall fail to deliver the Notice of Election within the Shareholders' First Offer Option Period, its pro rata share of the New Equity such failure shall be deemed an election not to purchase any Offered Securities by delivering a written notice (a “ROFO Notice”) subject to the Company stating that it accepts, on behalf Shareholders' Right of one or more specified Clients or other Purchasers, First Offer and such Shareholders' Right of First Offer shall thereupon expire with respect to the Company’s offer to purchase such New Equity Offered Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersonly. (ii) If one the number of shares with respect to which the Advisors does not deliver a ROFO Notice during Shareholders' Right of First Offer has been exercised is less than the ROFO Notice Period accepting all number of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Offered Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shallshall have the option (the "Company's Right of First Offer"), which shall be exercisable by written notice delivered to the Selling Shareholder within five (5) Business Days days after the expiration of the ROFO Notice Shareholders' First Offer Option Period (the "Company's First Offer Option Period"), to purchase any or all of the Offered Securities not purchased by the Offeree Shareholders at the price and upon the terms specified in the First Offer Notice. If the Company shall fail to deliver a notice (the "Company Notice") of its election to exercise the Company's Right of First Offer within the Company First Offer Option Period, give such failure shall be deemed an Offering Notice election not to such Advisor, informing it that it has the right to increase the number of New Equity purchase any Offered Securities that it accepted pursuant subject to the initial ROFO Company's Right of First Offer and the Company's Right of First Offer shall thereupon expire with respect to the Offered Securities only. (iii) The Shareholders' Right of First Offer and the Company's Right of First Offer shall be exercisable only if the Offeree Shareholders and/or the Company, in the aggregate, elect to purchase all, and not less than all, of the Offered Securities. Each Notice by of Election and Company Notice shall recite that such Notice of Election or Company Notice, as the case may be, constitutes a binding obligation of the Offeree Shareholder or the Company, as the case may be, submitting same to purchase, upon the same terms and subject to the same conditions as the Third-Party Offer, up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (shares set forth in the “Subsequent Offering Period”) in which to accept such second offer, by giving notice Notice of acceptance (the “Subsequent ROFO Notice”) to Election or the Company prior to the expiration of the Subsequent Offering PeriodNotice, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchaserscase may be. (iiiiv) If The closing of the Subsequent Offer Notice is not delivered purchase of the Offered Securities subscribed to by the Offeree Shareholders and the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within 3 shall be held at the ninety principal office of the Company at 10:00 a.m., local time not later than the thirtieth (9030th) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If after the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder First Offer Option Period shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5have expired.

Exercise of Right of First Offer. (a) If no later than fifteen (15) days after the end of Landlord's Offer Period, the Tenant delivers to Landlord a reply notice ("Reply Notice") which notifies Landlord that Tenant shall enter into a purchase and sale agreement on the terms set forth in Section 36.01 ("Purchase and Sale Agreement"), then Landlord shall instruct its attorneys to prepare the Purchase and Sale Agreement containing the Sale Terms, including a settlement 30 days after execution and delivery of the Purchase and Sale Agreement. Tenant shall execute and deliver to Landlord such Purchase and Sale Agreement with all exhibits attached within fifteen (15) days after receipt of it ("Return Date") and close under the Purchase and Sale Agreement 30 days after full execution and delivery of the Purchase and Sale Agreement. If Tenant fails to give the Reply Notice by the Reply Date or fails to execute and deliver the Purchase and Sale Agreement by the Return Date, then Tenant's right to purchase the Tenant Parcel shall be deemed waived, whereupon Tenant shall not have any further rights or liabilities under the right of First Offer (except as provided in subsection (b), below). Landlord shall thereafter have the right to market and sell the Tenant Parcel on any terms it may elect in its sole discretion. Tenant and Landlord agree that a Purchase and Sale Agreement will be mutually acceptable if it is on terms substantially similar in effect as those of the Purchase and Sale Agreement dated this day pursuant to which Tenant sold Landlord the Property. (b) Notwithstanding the foregoing, if (i) Upon receipt of the Offering Notice, the Advisors shall have until the end of the ROFO Notice Period Tenant is deemed to accept the Company’s offer to purchase, in whole or in part, waive its pro rata share of the New Equity Securities by delivering a written notice rights under subsection (a “ROFO Notice”a) with respect to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice Purchase and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein Sale Agreement and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one Landlord enters into a separate contract for sale of the Advisors Tenant Parcel , then if either (A) such contract for sale is not on terms substantially similar to the Purchase and Sale Agreement (defined below), including, without limitation, any purchase price reduction to be limited to no less than 95% of the purchase price in the Purchase and Sale Agreement, or (B) such contract for sale does not deliver result in a ROFO Notice during settlement within twelve (12) months after the ROFO Notice Period accepting all Reply Date, the right of the New Equity Securities offered to it, it First Offer shall be deemed reinstated, and the Landlord shall have the obligation to have waived on behalf of its Clients or other Purchasers all rights offer Tenant the right to purchase the New Equity Securities offered pursuant Tenant Parcel by sending to Tenant a new Offer Notice reflecting, as appropriate, the terms of the contract for sale which Landlord would otherwise enter into, or the terms for which Landlord would intend to market the Tenant Parcel. In the event a broker would be entitled to a commission for the sale to the Offering Notice under this Section 5 that were not included Tenant or for the sale to a third party, any change in the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor broker's commission shall be deemed disregarded for purposes of calculating the purchase price reduction referred to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to first sentence in this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5section above.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors The Bank Entity shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a give written notice (a “ROFO Bank Entity Issuance Notice”) of any proposed Bank Entity Equity Security Transaction (as described in Section 4(a) above) to the Investor not less than twenty (20) calendar days prior (the “Bank Entity Issuance Notice Date”) to the Company stating expected consummation date of such Bank Entity Equity Security Transaction; provided that it accepts, on behalf no Bank Entity Issuance Notice need be given in respect of one or more specified Clients or other Purchasers, any Bank Entity Exempt Share Transaction (as hereinafter defined). Such Bank Entity Issuance Notice shall set forth (i) the Company’s offer to purchase such New number of Bank Entity Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed that are proposed to be sold by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by Bank Entity in such Clients or other Purchasers. Bank Entity Equity Security Transaction, (ii) If one the price at which and the other material terms and conditions on which such Bank Entity Equity Securities are proposed to be sold in such Bank Entity Equity Security Transaction and (ii) the number of Bank Entity First Offer Shares that the Advisors does not deliver a ROFO Notice during Investor will be entitled to purchase pursuant to Section 4(a), assuming the ROFO Notice Period accepting actual sale of all of the New Bank Entity Equity Securities offered proposed to it, it shall be deemed to have waived on behalf sold in such Bank Entity Equity Security Transaction. At any time during the 20 calendar day period following the receipt of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO such a Bank Entity Issuance Notice (the “Waived New Bank Entity Acceptance Period”), the Investor shall have the right to elect to purchase all or a portion of the number of Bank Entity First Offer Shares which the Investor is entitled to purchase by reason of such Bank Entity Equity SecuritiesSecurity Transaction, at the price specified in the Bank Entity Issuance Notice, by delivering to the Bank, prior to the end of such 20 calendar day Acceptance Period, a written notice specifying the number of Bank Entity First Offer Shares which the Investor is electing to purchase (a “Bank Entity Acceptance Notice”). Thereafter, Subject to the extent proviso set forth hereinafter in this Section 4(b) and the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to provisions of Section 4(c) below, any purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Bank Entity First Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer Shares by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors Investor pursuant to this Section 5 within 4 shall be consummated concurrently with the ninety (90) day period thereafter (and with respect consummation of the sale of shares in the Bank Entity Equity Security Transaction described in the Bank Entity Issuance Notice, at which time the Investor shall be obligated to an agreement to sellpay the purchase price, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those as set forth in any Offering the Bank Entity Issuance Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion , of the New Equity Securities Bank Entity First Offer Shares which the Investor has elected to purchase; provided, however, that, if governmental or regulatory approvals are required to be obtained by the Investor to permit it to purchase any of such Bank Entity First Offer Shares, and such approvals are obtained within such periodsixty (60) days after the date of the Investor’s Bank Entity Acceptance Notice, the rights provided hereunder then, a second closing shall be deemed to held on the fifth (5th) business day following the receipt of such approvals at which closing the remaining Bank Entity First Offer Shares will be revived purchased and paid for by the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5Investor.

Exercise of Right of First Offer. (i) Upon receipt of the Offering First Offer Notice, the Advisors each Offeree Shareholder shall have until the end option (the "Shareholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Shareholder within ten (10) days after the date of the ROFO First Offer Notice Period (the "Shareholders' First Offer Option Period"), to accept purchase from the Company’s offer Selling Shareholder, at the price and upon the terms specified in the First Offer Notice, a number of shares of Common Stock and a number of Warrants up to purchasethe sum of (A) the number of shares of Common Stock and Warrants included in the Offered Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock and shares of Common Stock issuable upon exercise of Warrants ("Common Stock Equivalents") owned by such Offeree Shareholder and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents held by all Offeree Shareholders and (B) the number of shares of Common Stock and Warrants that, under the formula in clause (A), all Offeree Shareholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of shares of Common Stock and Common Stock Equivalents owned by such Offeree Shareholder and the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents owned by the Offeree Shareholders (including such Offeree Shareholder) that exercised the option provided herein. Each Offeree Shareholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of shares of Common Stock and Warrants that such Offeree Shareholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional shares and Warrants, if any, that such Offeree Shareholder would be willing to purchase from the Selling Shareholder in the event that one or more Offeree Shareholders (other than such Offeree Shareholder) elect not to exercise their Shareholders' Right of First Offer, in whole or in part. If any Offeree Shareholder shall fail to deliver the Notice of Election within the Shareholders' First Offer Option Period, its pro rata share of the New Equity such failure shall be deemed an election not to purchase any Offered Securities by delivering a written notice (a “ROFO Notice”) subject to the Company stating that it accepts, on behalf Shareholders' Right of one or more specified Clients or other Purchasers, First Offer and such Shareholders' Right of First Offer shall thereupon expire with respect to the Company’s offer to purchase such New Equity Offered Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersonly. (ii) If one the number of shares of Common Stock with respect to which the Advisors does not deliver a ROFO Notice during Shareholders' Right of First Offer has been exercised is less than the ROFO Notice Period accepting all number of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Offered Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shallshall have the option (the "Company's Right of First Offer"), which shall be exercisable by written notice delivered to the Selling Shareholder within five (5) Business Days days after the expiration of the ROFO Notice Shareholders' First Offer Option Period (the "Company's First Offer Option Period"), to purchase any or all of the Offered Securities not purchased by the Offeree Shareholders at the price and upon the terms specified in the First Offer Notice. If the Company shall fail to deliver a notice (the "Company Notice") of its election to exercise the Company's Right of First Offer within the Company First Offer Option Period, give such failure shall be deemed an Offering Notice election not to such Advisor, informing it that it has the right to increase the number of New Equity purchase any Offered Securities that it accepted pursuant subject to the initial ROFO Company's Right of First Offer and the Company's Right of First Offer shall thereupon expire with respect to the Offered Securities only. (iii) The Shareholders' Right of First Offer and the Company's Right of First Offer shall be exercisable only if the Offeree Shareholders and/or the Company, in the aggregate, elect to purchase all, and not less than all, of the Offered Securities. Each Notice by of Election and Company Notice shall recite that such Notice of Election or Company Notice, as the case may be, constitutes a binding obligation of the Offeree Shareholder or the Company, as the case may be, submitting same to purchase, upon the same terms and subject to the same conditions as the Third-Party Offer, up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (shares set forth in the “Subsequent Offering Period”) in which to accept such second offer, by giving notice Notice of acceptance (the “Subsequent ROFO Notice”) to Election or the Company prior to the expiration of the Subsequent Offering PeriodNotice, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchaserscase may be. (iiiiv) If The closing of the Subsequent Offer Notice is not delivered purchase of the Offered Securities subscribed to by the Offeree Shareholders and the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within 3 shall be held at the ninety principal office of the Company at 10:00 a.m., local time not later than the thirtieth (9030th) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If after the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder First Offer Option Period shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5have expired.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors Purchaser shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole purchase all or in part, a portion of its pro rata share of the New Equity Securities Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer offers to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Offer Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersthe Purchaser. (ii) If one of the Advisors Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period accepting all of Period, the New Equity Securities offered to it, it Purchaser shall be deemed to have waived on behalf all of its Clients or other Purchasers all the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in 5, and the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of such Waived New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Advisors Purchaser pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any the Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors Purchaser in accordance with this Section 5.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Offer Notice, the Advisors Company shall have until the end option (the “Company Right of the ROFO Notice Period to accept the Company’s offer to purchaseFirst Offer”), in whole or in part, its pro rata share of the New Equity Securities which shall be exercisable by delivering a written notice (a the “ROFO NoticeCompany Notice of Election”) delivered to the Selling Investor within 30 days after the date the Offer Notice is delivered to the Company stating that it accepts(the “Company First Offer Option Period”), on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on from the Investor, at the price and upon the terms specified in the Offering Notice and in Offer Notice, all, but not less than all, of the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other PurchasersOffered Shares. (ii) If one of the Advisors Company does not deliver a ROFO Notice during exercise the ROFO Notice Period accepting all Company Right of First Offer within the New Equity Securities offered to itCompany First Offer Option Period, it the Sponsors shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice option (the “Waived New Equity SecuritiesSponsor Right of First Offer”). Thereafter, which shall be exercisable by written notice (the “Sponsor Notice of Election”) delivered to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, Selling Investor within five (5) Business Days 10 days after the expiration of the ROFO Notice Company First Offer Option Period (the “Sponsor First Offer Option Period”), give an Offering Notice to such Advisorpurchase from the Investor, informing it that it has at the price and upon the terms specified in the Offer Notice, all, but not less than all, of the Offered Shares. The Sponsors shall have the right to increase purchase such Offered Shares pro rata, based on the number total amount of New Equity Securities Common Stock such Sponsor holds on an As-Converted Basis. In the event that it accepted one or more of the Sponsors does not desire to purchase the Offered Shares pursuant to the initial ROFO Notice by up Sponsor Right of First Offer, the remaining Sponsor(s) shall be entitled to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offerpurchase all, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration but not less than all, of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other PurchasersOffered Shares. (iii) If Each Company Notice of Election and Sponsor Notice of Election shall recite that such Company Notice of Election or Sponsor Notice of Election, as the Subsequent Offer Notice is not delivered case may be, constitutes a binding obligation of the Company or the Sponsors, as the case may be, committing the same to purchase, upon the same terms and subject to the Company prior to conditions set forth in the expiration Offer Notice. (iv) The closing of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed Offered Shares subscribed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors Sponsors pursuant to this Section 5 within 3.3 shall be held at the ninety principal office of the Company at 10:00 a.m., local time on the date contemplated in the Offer Notice, which date will not be earlier than the earlier to occur of (90x) the thirtieth (30th) day after the later to expire of the Company First Offer Option Period or, if applicable, the Sponsor First Offer Option Period, and (y) the date that the waiting period thereafter (and with respect to an agreement to sellunder the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, consummate such sale at any time thereafter) on terms and conditions not more favorable as amended, shall have expired or been terminated, if applicable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion Sponsors’ purchase of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5Offered Shares.

Exercise of Right of First Offer. (i) Upon receipt If all or any part of the Offering NoticeFirst Offer Space becomes available for lease at a time when the First Offer Right is in effect ("Available First Offer Space"), Landlord shall offer the Advisors Available First Offer Space to Tenant before offering it to any other party. Landlord shall have until offer the end Available First Offer Space to Tenant by submitting to Tenant a letter of intent with respect thereto, identifying the ROFO Notice Period date on which Landlord expects the Available First Offer Space to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities be available for occupancy by delivering a written notice (a “ROFO Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one of the Advisors does not deliver a ROFO Notice during the ROFO Notice Period accepting all of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice Tenant (the “Waived New Equity Securities”"First Offer Space Commencement Date"). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to and containing such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions as are determined by Landlord, in Landlord's reasonable discretion, acting in good faith, to be the market rate for available space in the Building and in other comparable office buildings in the northern Virginia metropolitan area. Tenant shall have the right within thirty (30) days after Tenant receives such proposed letter of intent to negotiate the terms and conditions of a binding letter of intent for such Available First Offer Space (both Landlord and Tenant acting in good faith) providing for a commencement date not more favorable later that the First Offer Space Commencement Date specified in Landlord's proposed letter of intent; provided that if Landlord and Tenant fail to execute such a binding letter of intent within such thirty (30) day period, then such Available First Offer Space shall constitute "Rejected First Offer Space" within the third party than those set forth in any Offering Noticemeaning of Section 31.4 hereof. If The term for the Company does not sell or enter into an agreement to sell First Offer Space shall end on the unaccepted portion same date as the Term for the Premises; provided, however, that if the First Offer Space Commencement Date will occur within the last three Lease Years of the New Equity Securities within such periodTerm, Landlord may condition the rights provided hereunder shall be deemed lease of the Available First Offer Space to Tenant upon the extension of the Expiration Date for the entire Premises to be revived three (3) years from the First Offer Space Commencement Date, with Rent for such additional period being agreed to by Landlord and Tenant in the New Equity Securities shall not be offered to any third party unless first re-offered to negotiation of the Advisors in accordance with this Section 5binding letter of intent.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors The Bank Entity shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a give written notice (a “ROFO Bank Entity Issuance Notice”) of any proposed Bank Entity Equity Security Transaction (as described in Section 4(a) above) to the Company stating Investor not less than twenty (20) calendar days prior to the expected consummation date of such Bank Entity Equity Security Transaction; provided that it accepts, on behalf no Bank Entity Issuance Notice need be given in respect of one or more specified Clients or other Purchasers, any Bank Entity Exempt Share Transaction (as hereinafter defined). Such Bank Entity Issuance Notice shall set forth (i) the Company’s offer to purchase such New number of shares of Bank Entity Equity Securities that, and the price at which and the other material terms and conditions on the terms specified which such shares of Bank Entity Equity Securities, are proposed to be sold in the Offering Notice such Bank Entity Equity Security Transaction, and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one the number of Bank Entity First Offer Shares that the Advisors does not deliver a ROFO Notice during the ROFO Notice Period accepting Investor will be entitled to purchase pursuant to Section 4(a), assuming that all of the New shares of the Bank Entity Equity Securities offered Security proposed to it, it shall be deemed to have waived on behalf sold in such Bank Entity Equity Security Transaction are actually sold. At any time during the 20 calendar day period following the receipt of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO such a Bank Entity Issuance Notice (the “Waived New Bank Entity Acceptance Period”), the Investor shall have the right to elect to purchase all or a portion of the number of Bank Entity First Offer Shares which the Investor is entitled to purchase by reason of such Bank Entity Equity SecuritiesSecurity Transaction, at the price specified in the Bank Entity Issuance Notice, by delivering to the Bank, prior to the end of such 20 calendar day Acceptance Period, a written notice specifying the number of Bank Entity First Offer Shares which the Investor is electing to purchase (a “Bank Entity Acceptance Notice”). Thereafter, Subject to the extent proviso set forth hereinafter in this Section 4(b) and the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to provisions of Section 4(c) below, any purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Bank Entity First Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer Shares by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors Investor pursuant to this Section 5 within 4 shall be consummated concurrently with the ninety (90) day period thereafter (and with respect consummation of the sale of shares in the Bank Entity Equity Security Transaction described in the Bank Entity Issuance Notice, at which time the Investor shall be obligated to an agreement to sellpay the purchase price, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those as set forth in any Offering the Bank Entity Issuance Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion , of the New Equity Securities within Bank Entity First Offer Shares which the Investor has elected to purchase; provided, however, that, if any governmental or regulatory approvals are required to be obtained by the Investor to permit it to purchase any of such periodBank Entity First Offer Shares, the rights provided hereunder shall be deemed to be revived and the New Equity Securities Bank Entity shall not be offered obligated to any third party sell those Bank Entity First Offer Shares to Investor unless first re-offered to such approvals are obtained by Investor within sixty (60) days after the Advisors date of the Investor’s Bank Entity Acceptance Notice, in accordance with this Section 5which case a second closing shall be held on the fifth (5th) business day following the receipt of such approvals at which closing the remaining Bank Entity First Offer Shares will be purchased and paid for by the Investor.

Exercise of Right of First Offer. (i) Upon receipt of the Offering First Offer Notice, the Advisors each Offeree Stockholder shall have until the end option (the "Stockholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Stockholder within ten (10) days after the date of the ROFO First Offer Notice Period (the "Stockholders' First Offer Option Period"), to accept purchase from the Company’s offer Selling Stockholder, at the price and upon the terms specified in the First Offer Notice, a number of Securities up to purchasethe sum of (A) the number of Securities included in the Offered Securities multiplied by a fraction, the numerator of which is the number of Securities owned by such Offeree Stockholder and the denominator of which is the number of Securities held by all Offeree Stockholders and (B) the number of Securities that, under the formula in clause (A), all Offeree Stockholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of Securities owned by such Offeree Stockholder and the denominator of which is the total number of Securities owned by the Offeree Stockholders (including such Offeree Stockholder) that exercised the option provided herein. Each Offeree Stockholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of Securities that such Offeree Stockholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional Securities, if any, that such Offeree Stockholder would be willing to purchase from the Selling Stockholder in the event that one or more Offeree Stockholders (other than such Offeree Stockholder) elect not to exercise their Stockholders' Right of First Offer, in whole or in part. If any Offeree Stockholder shall fall to deliver the Notice of Election within the Stockholders' First Offer Option Period, its pro rata share of the New Equity such failure shall be deemed an election not to purchase any Offered Securities by delivering a written notice (a “ROFO Notice”) subject to the Company stating that it accepts, on behalf Stockholders' Right of one or more specified Clients or other Purchasers, First Offer and such Stockholders' Right of First Offer shall thereupon expire with respect to the Company’s offer to purchase such New Equity Offered Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersonly. (ii) If one the number of Securities with respect to which the Advisors does not deliver a ROFO Notice during Stockholders' Right of First Offer has been exercised is less than the ROFO Notice Period accepting all number of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Offered Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after shall have the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days option (the “Subsequent Offering Period”) in "Company's Right of First Offer"), which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer exercisable by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5.written

Exercise of Right of First Offer. (i) Upon receipt of Subject to the Offering Noticeterms and conditions specified in this Section 4.1 and applicable securities Laws, in the event the Company proposes to offer or sell any New Securities after the date hereof, the Advisors Company shall have until make offerings of such New Securities to the end Investors (the “ROFO Holders”) in accordance with the following provisions of this Section 4.1. The Investors will be entitled to apportion the ROFO Notice Period to accept the Company’s right of first offer to purchasehereby granted among themselves and their partners, members and Affiliates in such proportions as it deems appropriate: (a) The Company shall deliver a notice, in whole or in part, its pro rata share accordance with the provisions of Section 9.4 hereof (the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company ROFO Holders stating that (i) its bona fide intention to offer such New Securities, (ii) the type and number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it acceptsproposes to offer such New Securities. The ROFO Holders shall have thirty (30) days after delivering of the Offer Notice (the “Participation Period”), to agree on behalf of one itself or more specified Clients or other Purchasers, its Affiliates by giving written notice to the Company’s offer Company to purchase such New Equity Securities or obtain, at the price and on the terms specified in the Offering Notice Offer Notice, up to that portion of such New Securities which equals the proportion that the number of Ordinary Shares issued and in held or issuable upon conversion of the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients Preferred Shares (and any other securities convertible into, or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable otherwise exercisable or exchangeable for, Ordinary Shares) then held, by such Clients ROFO Holder (the “Participating ROFO Holder”) bears to the total number of Ordinary Shares issued and held, or issuable upon conversion of Preferred Shares (and any other Purchaserssecurities convertible into, or otherwise exercisable or exchangeable for, Ordinary Shares) held by all the Shareholders then outstanding immediately prior to the issuance of the New Securities giving rise to the right of first offer under this Section 4.1. (iib) If one any ROFO Holder fails to exercise or fails to fully exercise its right of the Advisors does not deliver a ROFO Notice during the ROFO Notice Period accepting all of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered first offer pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”4.1(a). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days days after the expiration of the ROFO Notice Participation Period, give an Offering Notice the Company shall deliver to such Advisor, informing it that it has each Participating ROFO Holder a written notice (the right to increase “Oversubscription Notice”) setting forth the number of the New Equity Securities that it accepted which the ROFO Holders are entitled to purchase pursuant to Section 4.1(a) but not being purchased by ROFO Holders. Within fifteen (15) days following the initial receipt of the Oversubscription Notice, each Participating ROFO Notice by Holder shall notify the Company in writing of the number of the additional New Securities it proposes to purchase, up to the amount obtained by multiplying (x) the number of Waived the remaining New Equity Securities. Such Advisor Securities available for oversubscription by (y) a fraction, the numerator of which shall be the number of Ordinary Shares issued and held or issuable upon conversion of the Preferred Shares (and any other securities convertible into, or otherwise exercisable or exchangeable for, Ordinary Shares) then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offerheld, by giving notice such Participating ROFO Holder and the denominator of acceptance which shall be the total number of Ordinary Shares issued and held, or issuable upon conversion of Preferred Shares (and any other securities convertible into, or otherwise exercisable or exchangeable for, Ordinary Shares) held by all the “Subsequent Participating ROFO Notice”) Holders immediately prior to the issuance of the New Securities. (c) If all or any New Securities referred to in the Offer Notices are not elected to be purchased or obtained by the ROFO Holders as provided in Section 4.1(a) and (b) hereof, the Company prior to may, during the ninety (90)-day period following the expiration of the Subsequent Offering Participation Period, as to portion of offer the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted remaining unsubscribed portion of such Waived New Equity Securities (collectively, the “Refused Securities”) to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (Person or Persons at a price not less than, and with respect to an agreement to sell, consummate such sale at any time thereafter) on upon terms and conditions not no more favorable to the third party than ROFO Holders than, those set forth specified in any Offering the Offer Notice. If the Company does not sell or enter into an agreement to sell for the unaccepted portion sale of the New Equity Refused Securities within such period, or if such agreement is not consummated within thirty (30) days of the rights execution thereof, the right provided hereunder shall be deemed to be revived and the such New Equity Securities shall not be offered to any third party unless first re-offered reoffered to the Advisors ROFO Holders in accordance with this Section 54.1.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors Purchaser shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole purchase all or in part, a portion of its pro rata share of the New Equity Securities Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer offers to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Offer Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersthe Purchaser. (ii) If one of the Advisors Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period accepting all of Period, the New Equity Securities offered to it, it Purchaser shall be deemed to have waived on behalf all of its Clients or other Purchasers all the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in 4, and the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of such Waived New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Advisors Purchaser pursuant to this Section 5 ‎4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any the Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors Purchaser in accordance with this Section 5.‎4

Exercise of Right of First Offer. (i) Upon receipt of the Offering First Offer Notice, the Advisors each Offeree Stockholder shall have until the end option (the "Stockholders' Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Offeror Stockholder within ten (10) days after the date of the ROFO First Offer Notice Period (the "Stockholders' First Offer Option Period"), to accept purchase from the Company’s offer Offeror Stockholder, at the price and upon the terms specified in the First Offer Notice, a number of Securities up to purchasethe sum of (A) the number of shares of Common Stock included in the Offered Securities multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned by such Offeree Stockholder and the denominator of which is the number of shares of Common Stock held by all Offeree Stockholders and (B) the number of shares of Common Stock that, under the formula in clause (A), all Offeree Stockholders could have elected to purchase but did not so elect, multiplied by a fraction, the numerator of which is the number of shares of Common Stock owned by such Offeree Stockholder and the denominator of which is the total number of shares of Common Stock owned by the Offeree Stockholders (including such Offeree Stockholder) that exercised the option provided herein. Each Offeree Stockholder who desires to exercise its option to purchase Offered Securities shall state in its Notice of Election the number of shares of Common Stock that such Offeree Stockholder proposes to purchase determined in accordance with clause (b)(i)(A) plus an amount of additional shares of Common Stock, if any, that such Offeree Stockholder would be willing to purchase from the Offeror Stockholder in the event that one or more Offeree Stockholders (other than such Offeree Stockholder) elect not to exercise their Stockholders' Right of First Offer, in whole or in part. If any Offeree Stockholder shall fail to deliver the Notice of Election within the Stockholders' First Offer Option Period, its pro rata share of the New Equity such failure shall be deemed an election not to purchase any Offered Securities by delivering a written notice (a “ROFO Notice”) subject to the Company stating that it accepts, on behalf Stockholders' Right of one or more specified Clients or other Purchasers, First Offer and such Stockholders' Right of First Offer shall thereupon expire with respect to the Company’s offer to purchase such New Equity Offered Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersonly. (ii) If one the number of shares of Common Stock with respect to which the Advisors does not deliver a ROFO Notice during Stockholders' Right of First Offer has been exercised is less 7 7 than the ROFO Notice Period accepting all number of the New Equity Securities offered to it, it shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Offered Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shallshall have the option (the "Company's Right of First Offer"), which shall be exercisable by written notice delivered to the Offeror Stockholder within five (5) Business Days days after the expiration of the ROFO Notice Stockholders' First Offer Option Period (the "Company's First Offer Option Period"), to purchase any or all of the Offered Securities not purchased by the Offeree Stockholders at the price and upon the terms specified in the First Offer Notice. If the Company shall fail to deliver a notice (the "Company Notice") of its election to exercise the Company's Right of First Offer within the Company First Offer Option Period, give such failure shall be deemed an Offering Notice election not to such Advisor, informing it that it has the right to increase the number of New Equity purchase any Offered Securities that it accepted pursuant subject to the initial ROFO Company's Right of First Offer and the Company's Right of First Offer shall thereupon expire with respect to the Offered Securities only. (iii) The Stockholders' Right of First Offer and the Company's Right of First Offer shall be exercisable only if the Offeree Stockholders and/or the Company, in the aggregate, elect to purchase all, and not less than all, of the Offered Securities. Each Notice by of Election and Company Notice shall recite that such Notice of Election or Company Notice, as the case may be, constitutes a binding obligation of the Offeree Stockholder or the Company, as the case may be, submitting same to purchase, upon the same terms and subject to the same conditions as the Third-Party Offer, up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (shares of Common Stock set forth in the “Subsequent Offering Period”) in which to accept such second offer, by giving notice Notice of acceptance (the “Subsequent ROFO Notice”) to Election or the Company prior to the expiration of the Subsequent Offering PeriodNotice, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchaserscase may be. (iiiiv) If The closing of the Subsequent Offer Notice is not delivered purchase of the Offered Securities subscribed to by the Offeree Stockholders and the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within Article 4 shall be held at the ninety principal office of the Company at 10:00 a.m., local time not later than the thirtieth (9030th) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If after the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder First Offer Option Period shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5have expired.

Exercise of Right of First Offer. The Right of First Offer will be exercised in accordance with, and subject to, the following terms and conditions: (a) Landlord shall notify Tenant in writing if it decides to lease the First Offer Space. Landlord's notice will include: (i) Upon the specific location of the First Offer Space and the rentable area comprising the First Offer Space; (ii) the approximate date on which the First Offer Space will become available for occupancy by Tenant; and (iii) the improvements, if any, as Landlord is willing to make to the First Offer Space. (b) Within ten (10) business days after Tenant's receipt of Landlord's notice, Tenant will exercise the Offering NoticeRight of First Offer for the entirety of the First Offer Space, or the offer will expire as set forth in Paragraph (e) of this Article. If Tenant exercises the Right of First Offer, then the leasing of the First Offer Space will be on the same terms and conditions as the Lease except: (i) If within the first two Lease Years of the Term, the Advisors Fixed Base Rent shall have until be at the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a written notice (a “ROFO Notice”) same per square foot rental rate as then applicable to the Company stating that it accepts, on behalf Demised Premises. If after the expiration of one or more specified Clients or other PurchasersLease Year 2, the Company’s offer Fixed Base Rent to purchase such New Equity Securities on be paid for all the terms specified in First Offer Space will be the Offering Notice and in Fair Market Value as then determined by Landlord pursuant to Article 43. Tenant shall also pay all Additional Rent allocable to the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other PurchasersFirst Offer Space. (ii) If one Tenant's obligation to pay Rent for the First Offer Space will commence on the date such space is made available to Tenant, but not sooner than the date specified in Landlord's notice unless Tenant occupies the First Offer Space prior to such date, and will continue through the expiration or earlier termination of the Advisors Term of the Lease. 4846-0294-9028.v11 (iii) Landlord will deliver and Tenant will accept the First Offer Space in its then existing condition, on an "as is" basis. Tenant will not be entitled to receive any contribution or allowance from Landlord for improvement of the First Offer Space. (c) The rentable area of the Premises will be adjusted appropriately to include the rentable area of the First Offer Space and Landlord and Tenant will execute, at the request of either, an instrument stating the rentable area of the expanded Demised Premises, as so adjusted. (d) Tenant's right to occupy the First Offer Space will continue to and end at the same time as its right to occupy the Demised Premises. (e) If Tenant does not deliver a ROFO Notice during exercise the ROFO Notice Period accepting all Right of First Offer as to the First Offer Space strictly in accordance with this Section, time being of the New Equity Securities offered essence, the Right of First Offer will cease to itexist as to the First Offer Space and Landlord shall be free for a period of twelve (12) months to lease the First Offer Space on such terms as Landlord may determine and without any restrictions by reason of this Lease. In the event Landlord does not consummate a lease within such twelve (12) month period, it the First Offer Space shall again be subject to Tenant’s Right of First Offer. (f) Tenant cannot assign its Right of First Offer to any sublessee of the Premises, or to any assignee of the Lease other than an assignee pursuant to a Permitted Transfer, or to any other person; however, if the Tenant has exercised the Right of First Offer and has leased a First Offer Space, then Tenant's right to sublease the First Offer Space, or to assign its rights under the Lease to the First Offer Space, will be subject to Article 8. Tenant’s Right of First Offer will expire upon any assignment of the Lease or sublease of the Demised Premises other than, in either case, a Permitted Transfer. (g) Upon inclusion of the First Offer Space, all references in the Lease to the "Premises" or “Demised Premises” shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase include the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”)First Offer Space. Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re4846-offered to the Advisors in accordance with this Section 5.0294-9028.v11

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors Purchaser shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, purchase all (but not less than all) of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Securities the Purchaser has agreed to purchase in the amount set forth in this Agreement out of the Total Forward Purchase Shares, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer offers to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Offer Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasersthe Purchaser. (ii) If one of the Advisors Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period accepting all of Period, the New Equity Securities offered to it, it Purchaser shall be deemed to have waived on behalf all of its Clients or other Purchasers all the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in 4, and the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of such Waived New Equity Securities to any third party (including the other Forward Contract Parties) without any further obligation to the Advisors Purchaser pursuant to this Section 5 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any the Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted Purchaser’s pro rata portion of the New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors Purchaser in accordance with this Section 54.

Exercise of Right of First Offer. (ia) Upon receipt Subject to Section 3.1(g), this Section 9.1 and Section 9.2, no Member shall have the right to cause the Company to sell any of the Offering NoticeProperties (or the Company's interest in any Property Entity) for a period of three years and 180 days following the Acquisition Closing Date (the "Lockout Period") without the other Member's consent. After the expiration of the Lock-Out Period, the Advisors either Member shall have until the end right to cause the Company to sell all of the ROFO Notice Period to accept Properties (or all of the Company’s offer to purchase, 's interest in whole or in part, its pro rata share all of the New Equity Securities by delivering Property Entities) as part of a single sale (a "Disposition"), provided such Disposition shall be subject to the right of first offer given to the other Member pursuant to this Section 9.1 ("ROFO"). (b) The Member desiring to sell all of the Properties or all of the Company's interest in all of the Property Entities (the "Offeror") shall, at any time after expiration of the Lockout Period, give a written notice (a “ROFO "Sale Notice”") to the other Member ("Offeree") setting forth (i) a statement of intent to rely upon this Section 9.1 and (ii) stating an all cash gross purchase price without deduction for any Company stating that it acceptsliabilities (the "ROFO Valuation Amount"), which Offeror would be willing to accept on behalf of one or more specified Clients or other Purchasersthe Company in connection with a Disposition. At any time within the 30-day period (the "Offer Period") commencing with the day Offeree receives the Sale Notice, the Company’s offer Offeree shall either: (i) deliver to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in Offeror written notice rejecting the ROFO Valuation Amount (a "Rejection Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers."); or (ii) If one deliver to Offeror written notice electing to purchase the entire interest of Offeror in the Company (collectively, the "Offeror's Interest") at the Interest Price (an "Election Notice") and depositing within 15 days after delivery of the Advisors does not deliver Election Notice in an escrow with a reputable title insurance company authorized to do business in the State of New York (the "ROFO Notice during Escrow Agent"), pursuant to escrow instructions consistent with this Article 9, a non-refundable cash down payment (the "Down Payment") in an aggregate amount equal to 5% of the ROFO Valuation Amount. If Offeree shall have failed to (1) send an Election Notice within the Offer Period accepting all or to (2) deposit such Down Payment within 15 days of the New Equity Securities offered to itdelivery of the Election Notice, it Offeree shall be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering delivered a Rejection Notice under this Section 5 that were not included in 9.1 on the ROFO Notice last day of the Offer Period. (c) In the “Waived New Equity Securities”). Thereafterevent a Member has timely delivered a Sale Notice, to the extent the other Advisor has delivered a ROFO Member shall be prohibited from sending an additional Sale Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after until the expiration of the ROFO Notice Period, give an Offering Notice Sale Period (as defined below) with respect to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant Sale Notice. (d) Notwithstanding anything to the initial ROFO Notice by up to contrary contained herein, in the number of Waived New Equity Securities. Such Advisor event a Tanger Event shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company occur prior to the expiration of the Subsequent Offering Lockout Period, as the Blackstone Member shall have the right, at any time following such Tanger Event, to portion cause the Company to sell all of the Waived New Equity Securities it accepts for purchase on behalf Properties or all of one or more specified Clients or other Purchasersthe Company's interest in all of the Property Entities subject to providing the Tanger Member with its ROFO under this Article IX. (iiie) If the Subsequent Offer Notice is not delivered Notwithstanding anything to the Company contrary contained herein, in the event a BREP Event shall occur prior to the expiration of the Subsequent Offering Period accepting for purchase Lockout Period, the Tanger Member shall have the right, at any time following such BREP Event, to cause the Company to sell all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers Properties or all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, Company's interest in all of the rights provided hereunder shall be deemed Properties Entities subject to be revived and providing the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance Blackstone Member with its ROFO under this Section 5Article IX.

Exercise of Right of First Offer. (ia) Upon receipt of the Offering ROFO Notice, the Advisors Purchaser shall have until the end right to purchase any or all of the Offered Stock on the terms and at the purchase price set forth in the ROFO Notice and in accordance with the procedures set forth herein. (b) The initial right of the Purchaser to purchase any Offered Stock shall be exercisable with the delivery of a written notice (the “Purchaser ROFO Exercise Notice”, which may be in the form of an email) by the Purchaser to the applicable Seller within one (1) day of the Purchaser’s receipt of the ROFO Notice Period to accept if the Company’s offer to purchase, in whole or in part, its pro rata share amount of the New Equity Securities by delivering a written notice Offered Stock is less than 100,000 shares of common stock of the Purchaser or within five (a 5) days of the Purchaser’s receipt of the ROFO Notice if the amount of the Offered Stock is greater than 100,000 shares of common stock of the Purchaser (the “ROFO NoticePurchaser Option Period”), stating the applicable number (including where such number is zero) to of shares of Offered Stock the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer Purchaser elects to purchase such New Equity Securities on the terms specified in and at the Offering Notice and in the amounts specified purchase price set forth in the ROFO Notice. Any The Purchaser ROFO Exercise Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) the Purchaser. If one of the Advisors does not Purchaser fails to deliver a the Purchaser ROFO Exercise Notice during the ROFO Notice Period accepting all of Purchaser Option Period, the New Equity Securities offered to it, it Purchaser shall be deemed to have waived on behalf elected not to purchase any of the Offered Stock. (c) The failure of the Purchaser to deliver a Purchaser ROFO Exercise Notice by the end of the Purchaser Option Period shall constitute a waiver of its Clients or other Purchasers all rights of first refusal under this Article XI with respect to the Transfer of the Offered Stock, but shall not affect its rights with respect to any future Transfers. (d) In the event that the Purchaser shall have exercised its rights to purchase the New Equity Securities offered Offered Stock, then the applicable Seller shall sell such Offered Stock to the Purchaser, and the Purchaser shall purchase such Offered Stock, within thirty (30) days following the expiration of the Purchaser Option Period. Seller shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Article XI including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”11.2(d). Thereafter, Seller shall deliver to the extent Purchaser certificates (if any) representing the other Advisor has delivered a ROFO Notice Offered Stock to be sold, free and clear of any Liens or encumbrances, accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the Company during purchase price therefor and the ROFO Notice Period accepting amount of any transfer taxes, if any, from the Company’s initial offer Purchaser by certified or official bank check or by wire transfer of immediately available funds. (e) In the event that the Purchaser shall not have elected to purchase all of the New Equity Securities offered to itOffered Stock, then, provided the Seller has also complied with the provisions of Article XI, the Company shallSeller may Transfer such shares of such Offered Stock that the Purchaser has elected not to buy, at a price per Share for the Offered Stock not less than that specified in the ROFO Notice and on other terms and conditions which are not materially more favorable in the aggregate to the Prospective Transferee than those specified in the ROFO Notice, but only to the extent that such Transfer occurs within five thirty (530) Business Days days after the expiration of the ROFO Notice Purchaser Option Period, give an Offering Notice to . Any Offered Stock not Transferred within such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two thirty (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (9030) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable will be subject to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion provisions of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5Article XI upon subsequent Transfer.

Exercise of Right of First Offer. (i) Upon Within thirty (30) days following receipt of the Offering Transfer Notice, Seller may exercise its preferential right to purchase the Advisors assets or interests subject to the Transfer of Interest (the “Offered Interests”) for the amount offered or designated by Buyer or its Affiliate in the Transfer Notice or such other amount and on such other terms as Buyer and Seller have agreed to in writing, which shall have until be deemed to be a modified Transfer Notice. If Seller does not exercise its preferential right to purchase the end Offered Interests pursuant to the terms set forth in the Transfer Notice (as same may be modified in writing) within thirty (30) days following receipt of the ROFO Transfer Notice Period and consummate the transactions timely as provided in the Transfer Notice, Buyer or its Affiliate shall be free to accept complete any Transfer of Interest to any other Person on substantially similar terms to those disclosed in the Company’s offer Transfer Notice provided that the purchase price or other consideration for the Offered Interests to purchase, in whole be received by Buyer or in part, its pro rata share Affiliate must exceed one hundred and five percent (105%) of the New Equity Securities by delivering a written notice (a “ROFO Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified price set forth in the Offering Transfer Notice (or otherwise agreed between Buyer and Seller in the amounts specified in the ROFO wiring as a modified Transfer Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers). (ii) If Buyer or its Affiliate has not consummated any Transfer of Interest within a period of one (1) year following the date of delivery of the Advisors does not deliver a ROFO Transfer Notice during the ROFO Notice Period accepting all to Seller, then any prospective Transfer of the New Equity Securities offered to it, it Interest shall again be deemed to have waived on behalf of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant subject to the Offering Notice under provisions of this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers6.8. (iii) If The right of Seller to exercise its preferential right to purchase the Subsequent Offer Notice is not delivered Offered Interests for any Transfer of Interest shall be subject to the Company prior to following conditions: (A) Seller is not, at the expiration time of the Subsequent Offering Period accepting for delivery by Buyer or its Affiliate to Seller of any Transfer Notice, in breach of any obligation, representation, warranty, covenant or other agreement made by Seller in this Agreement or in any Ancillary Document; (B) Seller provides reasonable financial assurances to Buyer and can demonstrate to Buyer the ability to perform its obligations to purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf Offered Interests upon any exercise by Seller of its Clients and other Purchasers all rights to preferential purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to right under this Section 5 within 6.8; and (C) Neither Seller nor any Affiliate controlling Seller has taken or acquiesced in the ninety (90) day period thereafter (and with respect to taking of an agreement to sellaction seeking relief under, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into advantage of, an agreement to sell the unaccepted portion of the New Equity Securities within such periodapplicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar law affecting the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5or remedies of creditors generally.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Advisors The Bank Entity shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole or in part, its pro rata share of the New Equity Securities by delivering a give written notice (a “ROFO Bank Entity Issuance Notice”) of any proposed Bank Entity Equity Security Transaction (as described in Section 4(a) above) to the Investor not less than twenty (20) calendar days prior (the “Bank Entity Issuance Notice Date”) to the Company stating expected consummation date of such Bank Entity Equity Security Transaction; provided that it accepts, on behalf no Bank Entity Issuance Notice need be given in respect of one or more specified Clients or other Purchasers, any Bank Entity Exempt Share Transaction (as hereinafter defined). Such Bank Entity Issuance Notice shall set forth (i) the Company’s offer to purchase such New number of Bank Entity Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed that are proposed to be sold by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by Bank Entity in such Clients or other Purchasers. Bank Entity Equity Security Transaction, (ii) If one the price at which and the other material terms and conditions on which such Bank Entity Equity Securities are proposed to be sold in such Bank Entity Equity Security Transaction and (ii) the number of Bank Entity First Offer Shares that the Advisors does not deliver a ROFO Notice during Investor will be entitled to purchase pursuant to Section 4(a), assuming the ROFO Notice Period accepting actual sale of all of the New Bank Entity Equity Securities offered proposed to it, it shall be deemed to have waived on behalf sold in such Bank Entity Equity Security Transaction. At any time during the 20 calendar day period following the receipt of its Clients or other Purchasers all rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 5 that were not included in the ROFO such a Bank Entity Issuance Notice (the “Waived New Bank Entity Acceptance Period”), the Investor shall have the right to elect to purchase all or a portion of the number of Bank Entity First Offer Shares which the Investor is entitled to purchase by reason of such Bank Entity Equity SecuritiesSecurity Transaction, at the price specified in the Bank Entity Issuance Notice, by delivering to the Bank Entity, prior to the end of such 20 calendar day Acceptance Period, a written notice specifying the number of Bank Entity First Offer Shares which the Investor is electing to purchase (a “Bank Entity Acceptance Notice”). Thereafter, Subject to the extent proviso set forth hereinafter in this Section 4(b) and the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to provisions of Section 4(c) below, any purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Bank Entity First Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer Shares by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors Investor pursuant to this Section 5 within 4 shall be consummated concurrently with the ninety (90) day period thereafter (and with respect consummation of the sale of shares in the Bank Entity Equity Security Transaction described in the Bank Entity Issuance Notice, at which time the Investor shall be obligated to an agreement to sellpay the purchase price, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those as set forth in any Offering the Bank Entity Issuance Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion , of the New Equity Securities Bank Entity First Offer Shares which the Investor has elected to purchase; provided, however, that, if governmental or regulatory approvals are required to be obtained by the Investor to permit it to purchase any of such Bank Entity First Offer Shares, and such approvals are obtained within such periodsixty (60) days after the date of the Investor’s Bank Entity Acceptance Notice, the rights provided hereunder then, a second closing shall be deemed to held on the fifth (5th) business day following the receipt of such approvals at which closing the remaining Bank Entity First Offer Shares will be revived purchased and paid for by the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5Investor.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Shareholder Notice, the Advisors each Non-Offering Shareholder shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase, in whole purchase all or in part, its pro rata share a portion of the New Equity Securities Offered Shares by delivering a written notice (a “ROFO Offer Notice”) to the Offering Shareholder and the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer offers to purchase such New Equity Securities a specified number of the Offered Shares on the terms specified in the Offering Notice and in the amounts specified in the ROFO Shareholder Notice. Any ROFO Offer Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable irrevocable. In the event that more than one Non-Offering Shareholder delivers a ROFO Offer Notice and such Non-Offering Shareholders desire in the aggregate to purchase more shares than the number of Offered Shares, then the Offered Shares shall be allocated among such Non-Offering Shareholders on a pro-rata basis based on the number of Common Shares owned by such Clients Non-Offering Shareholders. If, subsequent to such pro-rata allocation or other Purchasersany allocation as described in this sentence, any Offered Shares remain unallocated and any Non-Offering Shareholder has not been allocated the full number of shares specified in a ROFO Offer Notice delivered by such Shareholder (each a “Remaining Non-Offering Shareholder”), then the unallocated Offered Shares shall be allocated in successive allocations, each on a pro-rata basis among all Remaining Non-Offering Shareholders based on the number of Common Shares owned by such Remaining Non-Offering Shareholders. (ii) If one of the Advisors Each Non-Offering Shareholder that does not deliver a ROFO Offer Notice during the ROFO Notice Period accepting all of shall be deemed to have waived its rights to purchase the New Equity Securities offered Offered Shares under this Section 4.01, and the Offering Shareholder shall thereafter be free to itTransfer the Offered Shares to any unaffiliated third party without any further obligation to the non-Offering Shareholders pursuant to this Section 4.01. (iii) In the event a Shareholder delivers a ROFO Offer Notice, it shall be deemed to have waived on behalf of its Clients or other Purchasers all any rights to purchase the New Equity Securities offered it may have pursuant to the Offering Notice under Section 4.02 of this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”). Thereafter, to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other Purchasers. (iii) If the Subsequent Offer Notice is not delivered to the Company prior to the expiration of the Subsequent Offering Period accepting for purchase all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to the Advisors pursuant to this Section 5 within the ninety (90) day period thereafter (and Agreement with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering Notice. If the Company does not sell or enter into an agreement to sell the unaccepted portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity Securities shall not be offered to any third party unless first re-offered to the Advisors in accordance with this Section 5Offered Shares.

Exercise of Right of First Offer. (i) Upon receipt of the Offering First Offer Notice, the Advisors each Class D Shareholder shall have until the end option (the "Class D Right of First Offer"), which shall be exercisable by written notice (the "Notice of Election") delivered to the Selling Shareholder within five (5) business days after the date of the ROFO First Offer Notice Period (the "Shareholders' First Offer Option Period"), to accept purchase from the Company’s offer Selling Shareholder, at the price and upon the terms specified in the First Offer Notice, a number of Offered Shares up to the number of Offered Shares multiplied by a fraction, the numerator of which is the number of Common Shares owned by such Class D Shareholder, and the denominator of which is the number of Common Shares held by all Class D Shareholders. (ii) Each Class D Shareholder who desires to exercise its option to purchase Offered Shares shall state in its Notice of Election the number of Offered Shares that such Class D Shareholder proposes to purchase, determined in accordance with Section 4(b)(i), plus an amount of additional Offered Shares calculated on a pro rata basis in accordance with Section 4(b)(i), if any, that such Class D Shareholder would be willing to purchase from the Selling Shareholder in the event that one or more Class D Shareholders elect not to exercise their Class D Right of First Offer, in whole or in part. If any Class D Shareholder shall fail to deliver the Notice of Election within the Shareholders' First Offer Option Period, its pro rata share of the New Equity Securities by delivering a written notice (a “ROFO Notice”) to the Company stating that it accepts, on behalf of one or more specified Clients or other Purchasers, the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice and in the amounts specified in the ROFO Notice. Any ROFO Notice signed by the Clients or other Purchasers named therein and so delivered shall be binding upon delivery and irrevocable by such Clients or other Purchasers. (ii) If one of the Advisors does not deliver a ROFO Notice during the ROFO Notice Period accepting all of the New Equity Securities offered to it, it failure shall be deemed to have waived on behalf of its Clients or other Purchasers all rights an election not to purchase the New Equity Securities offered pursuant any Offered Shares subject to the Offering Notice under this Section 5 that were not included in the ROFO Notice (the “Waived New Equity Securities”). Thereafter, Class D Right of First Offer and such Class D Right of First Offer shall thereupon expire with respect to the extent the other Advisor has delivered a ROFO Notice to the Company during the ROFO Notice Period accepting the Company’s initial offer to purchase all of the New Equity Securities offered to it, the Company shall, within five (5) Business Days after the expiration of the ROFO Notice Period, give an Offering Notice to such Advisor, informing it that it has the right to increase the number of New Equity Securities that it accepted pursuant to the initial ROFO Notice by up to the number of Waived New Equity Securities. Such Advisor shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFO Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to portion of the Waived New Equity Securities it accepts for purchase on behalf of one or more specified Clients or other PurchasersOffered Shares only. (iii) If the Subsequent number of Offered Shares with respect to which the Class D Right of First Offer Notice has been exercised is not less than the total number of Offered Shares, the Company shall have the option (the "Company's Right of First Offer"), which shall be exercisable by written notice delivered to the Company prior to Selling Shareholder within two (2) business days after the expiration of the Subsequent Offering Shareholders' First Offer Option Period accepting for (the "Company's First Offer Option Period"), to purchase any or all of the Waived New Equity Securities, the applicable Advisor shall be deemed to have waived on behalf of its Clients and other Purchasers all rights to purchase such Waived New Equity Securities in such second offer Offered Shares not purchased by the Company that it did not accept for purchase. The Company shall thereafter be free to sell or enter into an agreement to sell Class D Shareholders at the unaccepted portion of such Waived New Equity Securities to any third party without any further obligation to price and upon the Advisors pursuant to this Section 5 within terms specified in the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in any Offering First Offer Notice. If the Company does not sell or enter into an agreement shall fail to sell deliver a notice (the unaccepted portion "Company Notice") of its election to exercise the New Equity Securities Company's Right of First Offer within the Company First Offer Option Period, such period, the rights provided hereunder failure shall be deemed an election not to be revived purchase any Offered Shares subject to the Company's Right of First Offer and the New Equity Securities Company's Right of First Offer shall not be offered to any third party unless first re-offered thereupon expire with respect to the Advisors Offered Shares only. (iv) The Class D Right of First Offer and the Company's Right of First Offer shall be exercisable only if the Class D Shareholders and/or the Company, in accordance with the aggregate, elect to purchase all, and not less than all, of the Offered Shares. Each Notice of Election and Company Notice shall recite that such Notice of Election or Company Notice, as the case may be, constitutes a binding obligation of the Class D Shareholder or the Company, as the case may be, committing the same to purchase, upon the same terms and subject to the same conditions as the contemplated Third-Party Offer, up to the number of shares set forth in the Notice of Election or the Company Notice, as the case may be. (v) The closing of the purchase of the Offered Shares subscribed to by the Class D Shareholders and the Company pursuant to this Section 54 shall be held at the principal office of the Company at 10:00 a.m., local time not later than the tenth (10th) business day after the later to expire of the Shareholders' First Offer Option Period or the Company's First Offer Option Period.