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

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share of the New Equity 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 “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Company and each Applicable ROFR Rightholder shall have until the end right to purchase the Offered Units in the following order of priority: first, the ROFR Notice Period to accept Company shall have the Company’s offer right to purchase all (but or any portion of the Offered Units in accordance with the procedures set forth in Section 11.2(d)(ii), and thereafter, the Applicable ROFR Rightholders shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 11.2(d)(iii), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 11.2(d), no less than all) of its pro rata share all of the New Equity Securities, based on Offered Units will be purchased by the number Company and/or the Applicable ROFR Rightholders. (ii) The initial right of Forward Purchase Shares the Purchaser has agreed Company to purchase hereunder out any Offered Units shall be exercisable with the delivery 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 the “Company ROFR Exercise Notice”) by the Company to the Offering Member and the Applicable ROFR Rightholders within ten business days of receipt of the Offering Member Notice (the “Company Option Period”), stating that it accepts the Company’s offer number (including where such number is zero) of Offered Units the Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice. Any The Company ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior shall have indicated an intent to the expiration purchase any less than all of the Subsequent Offering PeriodOffered Units, such Forward Contract Party the Applicable ROFR Rightholders shall be deemed to have waived all of such party’s rights the right to purchase New Equity Securities in such second offer the remaining Offered Units not selected by the Company. The For a period of fifteen business days following the receipt of a Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 ROFR 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 Purchaser’s pro rata portion of the New Equity Securities within Offered Units (such period, the “ROFR Rightholder Option Period”), each Applicable ROFR Rightholder shall have the right to elect irrevocably to purchase all or none of its Percentage Interest of the remaining Offered Units by delivering a written notice to the Company and the Offering Member (a “Member ROFR Exercise Notice”) specifying its desire to purchase its Percentage Interest of the remaining Offered Units, on the terms and respective purchase prices set forth in the Offering Member Notice. In addition, each Applicable ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Offered Units that it wishes to purchase if any other Applicable ROFR Rightholders do not exercise their rights provided hereunder to purchase their entire Percentage Interest of the remaining Offered Units. Any Member ROFR Exercise Notice shall be deemed binding upon delivery and irrevocable by the Applicable ROFR Rightholder. (iv) The failure of the Company or any Applicable ROFR Rightholder to be revived and deliver a Company ROFR Exercise Notice or Member ROFR Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFR Rightholder Option Period, respectively, shall constitute a waiver of their respective rights of first refusal under this Section 11.2(d)(iv) 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 Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. This Right of First Refusal shall be subject to the following terms and conditions: (ia) Upon receipt of the Offering Notice, the Purchaser Landlord shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share of the New Equity 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 provide Tenant with a written notice (a the “ROFR Notice”) at such time as Landlord submits a lease proposal to a third party to lease all or any portion of the Company RFR Space, which Notice shall set forth the fact that a lease proposal covering all or some portion of the RFR Space has been submitted to a third party and stating that it accepts the Company’s offer rentable square foot area and location of the RFR Space subject to purchase such New Equity Securities proposal and the date on which the terms specified in lease of the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaserapplicable RFR Space is to commence. (iib) If Tenant shall have ten (10) calendar days (the Purchaser “Response Period”) from receipt of such Notice within which to elect to take all of the RFR Space being offered to the third party, which election shall be in writing and received by Landlord within said Response Period. (c) Tenant shall pay to Landlord the first month’s Basic Rent for such RFR Space within the Response Period at a negotiated rate not greater than the then current Per Rentable Square Foot Rent Rate set forth in the Lease Summary. (d) Failure of Tenant to elect to take all of the RFR Space being offered to a third party within the Response Period in the manner set forth above shall be conclusively deemed a waiver of Tenant’s Right of First Refusal with respect to that portion of the RFR Space, and Landlord shall thereafter have the right to lease, at its sole discretion from time to time, that portion of the RFR Space. Provided, however, in the event all or a portion of the RFR Space is leased to a third party for a term which terminates prior to the Termination Date of this Lease, then in that event the Right of First Refusal will be in effect from the termination of such third party lease through the Termination Date of this Lease. Provided further, that in the event Landlord does not deliver consummate a ROFR Notice during the ROFR Notice Periodlease with such third party, the Purchaser then in that event, Tenant’s Right of First Refusal shall not be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaserbeen waived. (iiie) If any Forward Contract Party does Tenant is not deliver the Subsequent Offer Notice to the Company prior to the expiration in default under this Lease and is in occupancy of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party Premises (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafteri) on terms the date Tenant elects in writing to exercise this Right of First Refusal and conditions not more favorable to (ii) on the third party than those set forth in any Offering Notice. If date Tenant occupies the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4RFR Space.

Exercise of Right of First Refusal. (i) Upon After receipt of the Offering Notice, the Purchaser shall have until Series A Holders may, by giving written notice to the end of Selling Holder (the ROFR Notice Period to accept the Company’s offer "Initial Purchase Notice"), elect to purchase all (all, but not less than all) of its pro rata share , of the New Equity SecuritiesFamily Shares proposed to be transferred, based on at the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of price determined in accordance with Section 1.4 below. If the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed Series A Holders elect to purchase at exceeds the FPS Closingnumber of Family Shares that the Selling Holder proposes to transfer, by delivering each Series A Holder electing to purchase (each a "Purchasing Shareholder") shall be entitled to purchase such holder's Pro Rata Share (as defined in Section 1.3(d)), of the Family Shares to be transferred. The Initial Purchase Notice shall be given to the Selling Holder within twenty (20) days after receipt of the Notice, in the case of a proposed Private Sale, and within fifteen (15) days after receipt of the Notice, in the case of a proposed Public Sale. If the Series A Holders do not choose to purchase all of the available Family Shares, the Selling Holder shall promptly give written notice (a “ROFR the "Second Notice”") to the Company stating that it accepts the Company’s offer Series A Holders who have elected to purchase such New Equity Securities on (the terms specified in "Purchasing Shareholders"), which shall set forth (i) the Offering Notice. Any ROFR Notice so delivered shall number of Family Shares elected to be binding upon delivery and irrevocable purchased by the Purchaser. Purchasing Shareholders and the identity of the Purchasing Shareholders so electing and number of Family Shares so elected to be purchased by each of them, (ii) If the Purchaser does number of Family Shares remaining available for purchase, if the Purchasing Shareholders have not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed elected to have waived purchase all of the Purchaser’s rights available Family Shares, and (iii) the deadline for submission of the Second Purchase Notice in accordance with the time limits set forth in this Section 1.3. The Purchasing Shareholders may then elect by giving written notice to the Selling Holder (the "Second Purchase Notice") to purchase the New Equity Securities offered remaining available Family Shares at the purchase price determined in accordance with Section 1.4 below, as to each Purchasing Shareholder in accordance with its Pro Rata Share. The Second Purchase Notice shall be given to the Selling Holder within ten (10) days after receipt of the Second Notice, in the case of a proposed Private Sale or a proposed Public Sale. Notwithstanding the foregoing, the Family Shareholders may, as to not more than 30,000 shares in the aggregate for all Family Shareholders during any three-month period, provide for an expedited Public Sale pursuant to the Offering Notice under terms of this Section 41.3(c). ThereafterIn such event, the Company shallNotice will specify in bold letters at the top that it is being submitted pursuant to this Section 1.3(c) for an expedited sale pursuant to the terms of this Section (an "Expedited Sale"). The procedures applicable to a Public Sale shall apply to an Expedited Sale, except that the Purchasing Shareholders will respond to the Notice within five (5) Business Days business days after the expiration receipt of the ROFR Notice, and no Second Notice Periodneed be given. For purposes of this Section 1.3(c), give an Offering Notice the term "business day" means any day, other than a Saturday or Sunday, or any other day on which national banks in the City of Atlanta are authorized to all other Forward Contract Parties who have delivered close. For purposes of this Agreement, a ROFR Notice to Purchasing Shareholder's "Pro Rata Share" is a fraction, the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase numerator of which is the number of New Equity Securities that they have accepted pursuant to shares of Common Stock held by such holder (assuming conversion of all shares of Preferred Stock into shares of Common Stock), and the initial ROFR Notice. Each such Forward Contract Party shall then have two (2) Business Days (denominator of which is the “Subsequent Offering Period”) in which to accept such second offer, total number of shares of Common Stock held by giving notice of acceptance (the “Subsequent ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering NoticePurchasing Shareholders. If the Company Purchasing Shareholders do not elect to purchase all of the available Family Shares following receipt of the Notice, then as to the remaining available Family Shares, the Pro Rata Shares of Purchasing Shareholders electing to purchase such available shares shall be proportionately increased to reflect a fraction, the numerator of which is the number of shares of Common Stock held by each such holder (assuming conversion of all shares of Preferred Stock into shares of Common Stock), and the denominator of which is the total number of shares of Common Stock held by all Purchasing Shareholders electing to purchase such available shares. If any Purchasing Shareholder does not sell or enter into an agreement elect to sell the Purchaser’s pro rata portion of the New Equity Securities within such periodpurchase its full entitlement, the rights provided hereunder shall be deemed it may convey its unused right to be revived and the New Equity Securities shall not be offered purchase to any third party unless first re-offered to the Purchaser in accordance with this Section 4other Purchasing Shareholder(s).

Exercise of Right of First Refusal. During the period of thirty (i30) Upon receipt days immediately following the giving of a Sale Notice (the Offering Notice"Acceptance Period"), the Purchaser shall have until the end opportunity of exercising the ROFR Notice Period to accept the Company’s offer right to purchase all (but not less than all) of its pro rata share of the New Equity 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 Company at the FPS Closing, by delivering a written notice (a “ROFR Notice”) to same price and under precisely the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the same terms specified and conditions recited in the Offering Sale Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by During the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Acceptance Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase make inquiries of the number Company, the Board of New Equity Securities that they have accepted Directors, and Safeguard with respect to the Proposed Sale Transaction and the Company, the Board of Directors, and Safeguard shall promptly respond to any and all such inquiries. If Purchaser desires to exercise the Right of First Refusal pursuant to the initial ROFR Notice. Each such Forward Contract Party this Section 6.02, Purchaser shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving furnish written notice of acceptance (the “Subsequent ROFR Notice”) to the Company Selling Party of Purchaser's exercise of the Right of First Refusal prior to the expiration of the Subsequent Offering PeriodAcceptance Period (the "Purchaser's Acceptance"), as to such Forward Contract Party’s pro rata share and the parties shall have ninety (90) days from the date of the Purchaser’s portion 's Acceptance to (i) negotiate and execute a legally binding agreement of sale (the New Equity Securities not accepted pursuant to "Agreement of Sale") having the initial Offering terms and conditions recited in the Sale Notice to and (ii) consummate the purchase and sale contemplated by the Agreement of Sale. The Purchaser, the Company and Safeguard shall negotiate the Agreement of Sale in good faith. If (a) the Purchaser. (iii) If any Forward Contract 's Acceptance is not received by the Selling Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed Acceptance Period or (b) the parties fail to have waived all of such party’s rights to consummate the purchase New Equity Securities in such second offer and sale contemplated by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion Agreement of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 4 Sale within the ninety (90) day period thereafter (and days of the date of the Purchaser's Acceptance, all rights of the Purchaser with respect to the Right of First Refusal shall cease, terminate, and expire automatically and an agreement of sale may be made with, or a sale may be made to, such Offeror according to sell, consummate such sale at any time thereafter) on terms and conditions not more no less favorable to the third party than Selling Party as those set forth in any Offering the Sale Notice and at a price not less than that stated in the Sale Notice. If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion of the New Equity Securities within such period; provided, the rights provided hereunder however, that Purchaser shall be deemed offered by such Offeror the opportunity to be revived participate in such sale upon the same terms and the New Equity Securities shall not be offered to any third party unless first re-conditions as those offered to the Purchaser Selling Party. If no such sale is made to such Offeror, then the terms and conditions of the Right of First Refusal granted pursuant to this Article VI shall remain in accordance with this Section 4full force for the remainder of the First Refusal Period.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Applicable ROFR Rightholders shall have until the end right to purchase the Applicable Offered Units in accordance with the procedures set forth in Section 9.03(d)(ii),. Notwithstanding the foregoing, the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 9.03(d), no less than all of the Offered Units will be purchased by the Applicable ROFR Notice Period Rightholders. (ii) Each Applicable ROFR Rightholder shall have the right to accept the Company’s offer elect irrevocably to purchase all (but not less than all) or none of its pro rata share Pro Rata Portion of the New Equity 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, Applicable Offered Units by delivering a written notice to the Company and the Offering Member (a “Member ROFR Exercise Notice”) to within ten (10) days of receipt of the Company stating that it accepts Offering Member Notice (the Company’s offer “ROFR Rightholder Option Period”), specifying its desire to purchase such New Equity Securities its Pro Rata Portion of the Applicable Offered Units, on the terms specified and respective purchase prices set forth in the Offering Member Notice. In addition, each Applicable ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Applicable Offered Units that it wishes to purchase if any other Applicable ROFR Rightholders do not exercise their rights to purchase their entire Applicable Pro Rata Portions of the remaining Applicable Offered Units. Any Member ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a Applicable ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the PurchaserRightholder. (iii) If The failure of any Forward Contract Party does not Applicable ROFR Rightholder to deliver a Member ROFR Exercise Notice by the Subsequent Offer Notice to the Company prior to the expiration end of the Subsequent Offering Period, such Forward Contract Party ROFR Rightholder Option Period shall be deemed to have waived all constitute a waiver of such party’s his or her respective rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to first refusal under this Section 4 within the ninety (90) day period thereafter (and 9.03 with respect to an agreement to sellthe Transfer of Offered Units, 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 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 but shall not be offered affect their respective rights with respect to any third party unless first re-offered to the Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. In the event a Shareholder (the “Transferring Shareholder”) desires to accept a bona fide offer from a third party (other than the Restricted Persons) (the “Prospective Transferee”) for any or all of the Company Securities then held by such Transferring Shareholder (the Company Securities subject to such offer to be hereinafter called the “Target Shares”), the Transferring Shareholder shall promptly (i) Upon receipt deliver to each of the Offering other Shareholders (the “Non-Transferring Shareholders”) a written notice (the “Disposition Notice”) describing the terms and conditions of the offer, including the purchase price and the identity of the Prospective Transferee; and (ii) provide satisfactory proof that the disposition of the Target Shares to such Prospective Transferee would not be in contravention of the provisions set forth in this Section 4 (Right of First Refusal; Other Transfer Restrictions). Each Non-Transferring Shareholder may exercise the Right of First Refusal and, thereby, purchase all or any part of its ROFR Pro Rata Portion (as defined below and with any re-allotments as provided below) of the Target Shares at the same price and subject to the same material terms and conditions as described in the Disposition Notice, by notifying the Purchaser shall have until Transferring Shareholder in writing within thirty (30) days after receiving the end of Disposition Notice (the “ROFR Notice Period First Response Period”) as to accept the Company’s offer to purchase all (but not less than all) of its pro rata share of the New Equity Securities, based on the number of Forward Purchase such Target Shares the Purchaser has agreed that it wishes to purchase. No Shareholder shall have a right to purchase hereunder out any of the Target Shares unless it exercises its Right of First Refusal within the ROFR First Response Period. If any Prospective Transferee has offered to pay for any Target Shares with property, services or any other non-cash consideration, the Non-Transferring Shareholders shall nevertheless have the right to pay for such Target Shares with cash in an amount equal to the fair market value of the non-cash consideration offered by the Prospective Transferee in question, where the fair market value of such non-cash consideration shall be conclusively determined in good faith by the Board. For purposes of this Section 4.6 (Exercise of Right of First Refusal), the term “ROFR Pro Rata Portion” means that number of Company Securities equal to the product obtained by multiplying (i) the aggregate number of Target Shares covered by the Disposition Notice by (ii) a fraction, the numerator of which is the number of Company Securities held by such Non-Transferring Shareholder (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) at the time of the sale or transfer and the denominator of which is the total number of Class A Company Securities held by all Non-Transferring Shareholders (assuming the conversion of all securities convertible into Ordinary Shares that the Purchaser and exercise of all warrants, options and other Forward Contract Parties have agreed securities exercisable for Ordinary Shares). If any Non-Transferring Shareholder fails to purchase at notify the FPS ClosingTransferring Shareholder of such Non-Transferring Shareholder’s exercise of its Right of First Refusal, by delivering a written notice (a “ROFR Notice”) to or, if any Non-Transferring Shareholder notifies the Company stating Transferring Shareholder that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified Non-Transferring Shareholder will only partially exercise its Right of First Refusal, in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during each case within the ROFR Notice First Response Period, then the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company Transferring Shareholder shall, as soon as possible but in any event within five two (52) Business Days days after the expiration of the ROFR Notice First Response Period, give an Offering a written notice (the “Overallotment Notice”) to each Non-Transferring Shareholder who has elected to exercise in full its ROFR Pro Rata Portion of the Target Shares (the “Fully-Exercising ROFR Shareholders”) specifying the Target Shares that are still available to be purchased by the Fully-Exercising ROFR Shareholders. Such Overallotment Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party shall then have may be made by telephone if confirmed in writing within two (2) Business Days days. The Fully-Exercising ROFR Shareholders shall have a right of overallotment, exercisable within five (5) days upon receiving the Overallotment Notice (the “Subsequent Offering ROFR Second Response Period”) in which ), to accept such second offerbuy up to all of the unsold Target Shares, or if more than one Fully-Exercising ROFR Shareholders exercise their overallotment right, the number of unsold Target Shares to be purchased by giving notice of acceptance (the “Subsequent each Fully-Exercising ROFR Notice”) shall be reduced, to the Company prior to the expiration of the Subsequent Offering Periodextent necessary, as to such Forward Contract Party’s pro rata share number based on the number of Company Securities held by each Fully-Exercising ROFR Shareholder who has exercised its overallotment right (assuming the Purchaser’s portion conversion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iiiall securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer divided by the Company. The number of Company shall thereafter be free to sell or enter Securities held by all Fully-Exercising ROFR Shareholders who have exercised their overallotment right (assuming the conversion of all securities convertible into an agreement to sell the Purchaser’s pro rata portion Ordinary Shares and exercise of such New Equity Securities to any third party (including any all warrants, options and other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4securities exercisable for Ordinary Shares).

Exercise of Right of First Refusal. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Significant Holder and FlashFunders written notice (iwhich may be via electronic mail or other electronic means of transmission) Upon receipt of such intention, describing the Offering Noticetype of New Securities, the Purchaser shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share price of the New Equity 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 “ROFR Notice”) to general terms upon which the Company stating that it accepts the Company’s offer proposes to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase issue the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafterand, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Periodfor Significant Holders, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the PurchaserSignificant Holder’s pro rata portion of such New Equity Securities (the “Company Notice”). Each Significant Holder shall have ten (10) calendar days after the date the Company Notice is delivered to such Significant Holder (the “Significant Holder Exercise Period”) to exercise its right of first refusal by delivering written notice thereof to the Company (which may be via email or other electronic means, at the discretion of the Company) (the “Significant Holder Notice”). The Significant Holder Notice shall set forth the quantity of New Securities to any third party be purchased by such Significant Holder (including any other Forward Contract Parties who accepted which shall not exceed such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the PurchaserSignificant Holder’s pro rata portion of the New Equity Securities within such periodset forth in the Company Notice). At the expiration of the Significant Holder Exercise Period, the Company shall promptly notify FlashFunders of any Significant Holder’s failure to elect to purchase all such Significant Holder’s pro rata portion of such New Securities (the “FlashFunders Notice”). FlashFunders shall have ten (10) calendar days after the date the FlashFunders Notice is delivered to FlashFunders (the “FlashFunders Exercise Period”) to elect to purchase all or any portion of the New Securities for which the Significant Holders were entitled to subscribe but that were not subscribed for by the Significant Holders. FlashFunders shall exercise this purchase right by delivering written notice thereof to the Company (which may be via email or other electronic means, at the discretion of the Company) during the FlashFunders Exercise Period. Such notice shall set forth the quantity of New Securities to be purchased by FlashFunders. FlashFunder’s rights provided hereunder under this Section 2 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 Purchaser freely assignable by FlashFunders, in accordance with this Section 4whole or in part.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the sum of (A) the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPS ClosingClosing plus (B) the number of Public Shares beneficially owned or held, directly or indirectly, by entities affiliated with The Blackstone Group L.P. (the “BSOF Entities”) at the time of receipt of the Offering Notice (which number shall not exceed the Ownership Cap for purposes of this calculation), by delivering a written notice (a “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. As used herein, the “Ownership Cap” shall initially mean 4,000,000 Class A Shares; provided, that if the actual number of Public Units offered and sold in the IPO is less than 30,000,000 (without regard to any exercise of the over-allotment option), then the Ownership Cap shall be automatically reduced on a pro rata basis. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties and the BSOF Entities who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party and the BSOF Entities 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to the BSOF Entities’ and such Forward Contract Party’s pro rata share (based on the formula set forth in clause (i) above) of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party or the BSOF Entities does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party or the BSOF Entities shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offeroffer or the BSOF Entities) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Company and each ROFR Rightholder shall have until the end right to purchase the Offered Units in the following order of priority: first, the ROFR Notice Period to accept Company shall have the Company’s offer right to purchase all (but or any portion of the Offered Units in accordance with the procedures set forth in Section 10.03(d)(iii) , and thereafter, the ROFR Rightholders shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 10.03(d)(iv) , to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.03(d) , no less than all) of its pro rata share all of the New Equity Securities, based on Offered Units will be purchased by the number Company and/or the ROFR Rightholders. (ii) Reserved. (iii) The initial right of Forward Purchase Shares the Purchaser has agreed Company to purchase hereunder out any Offered Units shall be exercisable with the delivery 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 the “Company ROFR Exercise Notice”) by the Company to the Offering Member and the ROFR Rightholders within ten (10) days of receipt of the Offering Member Notice (the “Company Option Period”), stating that it accepts the Company’s offer number (including where such number is zero) and type of Offered Units the Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice. Any The Company ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the PurchaserCompany. (iiiv) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser Company shall be deemed have indicated an intent to have waived purchase any less than all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. ThereafterOffered Units, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they Rightholders shall have the right to increase purchase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities remaining Offered Units not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer selected by the Company. The For a period of fifteen (15) Business Days following the receipt of a Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 ROFR 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 Purchaser’s pro rata portion of the New Equity Securities within Offered Units (such period, the “ROFR Rightholder Option Period”), each ROFR 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 ROFR Exercise Notice”) specifying its desire to purchase its Pro Rata Portion of the remaining Offered Units, on the terms and purchase price set forth in the Offering Member Notice. In addition, each ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Offered Units that it wishes to purchase if any other ROFR Rightholders do not exercise their rights provided hereunder to purchase their entire Pro Rata Portions of the remaining Offered Units. Any Member ROFR Exercise Notice shall be deemed binding upon delivery and irrevocable by the ROFR Rightholder. (v) The failure of the Company or any ROFR Rightholder to be revived and deliver a Company ROFR Exercise Notice or Member ROFR Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFR Rightholder Option Period, respectively, shall constitute a waiver of their respective rights of first refusal under this Section 10.03 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 Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Offer Notice, the Purchaser Company (based on the approval of the Special Committee) shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase some or all (but not less than all) of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Offered 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 an “ROFR Acceptance Notice”) to the Company applicable Stockholder Party, stating that it accepts the Company’s offer to purchase such New Equity Securities Offered Shares. Notwithstanding the foregoing, if the Company and Special Committee determine not to repurchase any Offered Shares, they will promptly notify such Stockholder Party prior to the expiration of such 20-day Notice Period that they will not be delivering an Acceptance Notice. The Company shall have the right to withdraw its Acceptance Notice within 40 days after the delivery thereof and not purchase the Offered Shares if it is unable to obtain the financing required, if any, on terms acceptable to the Special Committee in its reasonable discretion, for the purchase thereof. Further notwithstanding the foregoing, in the event the Company has received Offer Notices from more than one Stockholder Party and the Company does not wish to purchase all of the Offered Shares from such Stockholder Parties, the Company ACTIVE 232302890 shall exercise its right to purchase such portion of the Offered Shares from all of the Stockholder Parties that have delivered an Offer Notice in accordance with subparagraph (b) above on a pro rata basis based on Subject Shares proposed to be sold by such Stockholder Parties; provided, however, that with respect to the initial Offer Notice preceding the initial Takedown following the death of Xx. Xxxxx, the Company shall exercise its rights to purchase such portion of the Offered Shares on the terms specified basis of twenty percent (20%) from Xxx. Xxxxx’ Group and eighty percent (80%) from the Daughters, directly or indirectly through the Daughters' Revocable Trust and/or the Daughters' LLC (collectively, the “Daughters’ Group”); and provided, further, that with respect to an Offer Notice from Stockholder Parties preceding a second Takedown, the Company shall exercise its rights to purchase Offered Shares on the following basis: The Company shall acquire from Xxx. Xxxxx’ Group the lesser of (1) eighty percent (80%) of the number of Common Shares to be acquired or (2) the number of shares that Xxx. Xxxxx Group had originally proposed to sell in the Offering such Offer Notice. Any ROFR Notice so delivered The Company shall acquire from the Daughters’ Group the lesser of (1) twenty percent (20%) of the number of Common Shares to be binding upon delivery and irrevocable by acquired or (2) the Purchasernumber of shares equal to (A) the number of Common Shares to be acquired less (B) the number of Common Shares to be acquired from Xxx. Xxxxx’ Group pursuant to the immediately preceding sentence. (ii) If the Purchaser Company receives an Offer Notice, Company management shall evaluate the Offer Notice and provide information and make a recommendation to the Special Committee of whether the Company should or should not accept such Offer Notice in whole or in part and, if management recommends a purchase of any shares, the number of shares proposed to be purchased, matters relating to the sources of funds, including matters relating to any debt proposed to be incurred in connection therewith, and other matters. (iii) Considering the recommendation of Company management and any other matters that the Special Committee determines to consider, including the advice of its legal counsel and financial advisor, the Special Committee shall review and approve (or disapprove of) any share repurchase pursuant to the Company’s right of first refusal and any matter related thereto, including, without limitation, the number of shares, if any, to be purchased by the Company, and the amount of debt to be incurred by the Company in connection with any repurchase. (iv) If the Company does not deliver a ROFR an Acceptance Notice during the ROFR Notice PeriodPeriod with respect to any of the Offered Shares, the Purchaser it shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereaftersuch Offered Shares, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each and such Forward Contract Stockholder Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation free, subject to the Purchaser approval of the Special Committee, to Transfer such Offered Shares pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser a Rule 144 Sale in accordance with this Section 41.7 and 1.8, a Takedown in accordance with Section 1.7 and 1.9, or any other method of sale mutually agreed upon by the Company (based on the approval of the Special Committee) and such Stockholder Party.

Exercise of Right of First Refusal. (i) Upon receipt The Right of First Refusal set forth in this Section 20 may be exercised first by each Nonselling Holder as to any or all of the Offering Offered Securities by giving notice to the Seller within seven (7) business days of the receipt by such Nonselling Holder of the Transfer Notice, the Purchaser . Each Nonselling Holder shall have until the end a right of the ROFR Notice Period over-allotment such that if any other holder fails to accept the Company’s offer exercise its right hereunder to purchase all (but not less than all) of its pro rata share of the New Equity Offered Securities, based the other holders may purchase the non-purchasing holder's portion on a pro rata basis. If the number Nonselling Holders do not exercise their Right of Forward Purchase Shares First Refusal as to all of such Offered Securities within such period, then the Purchaser has agreed to purchase hereunder out of Company (or a designee approved by the total number of Class A Shares that the Purchaser Board and other Forward Contract Parties have agreed to purchase at the FPS Closing, by delivering a written notice (a “ROFR Notice”) identified to the Company stating that it accepts the Company’s offer Seller in writing before exercise) may exercise its Right of First Refusal as to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived any or all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shallremaining Offered Securities, within five thirty (530) Business Days after days of the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number Nonselling Persons' Right of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering NoticeFirst Refusal. If the Company does not exercise its Right of First Refusal within such period as to all remaining Offered Securities, then the Seller shall have sixty (60) days thereafter to sell (or enter into an agreement pursuant to sell which the Purchaser’s pro rata portion sale of Offered Securities covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement) the Offered Securities respecting which the rights of the New Equity Nonselling Holders and the Company were not exercised at a price and upon terms no more favorable to the transferees thereof than specified in the Transfer Notice. In the event the Seller has not sold the Offered Securities within such period, the rights provided hereunder shall be deemed to be revived sixty (60) day period (or sold and the New Equity issued Offered Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4the foregoing within thirty (30) days from the date of such agreement) the Seller shall not thereafter issue or sell any Offered Securities, without first offering such Offered Securities to the Nonselling Holders and the Company in the manner provided above.

Exercise of Right of First Refusal. The Company (ior its assignees) Upon shall, for a period of twenty (20) days following receipt of the Offering Disposition Notice, the Purchaser shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share of the New Equity 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 “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase purchase any or all of the number of New Equity Securities that they have accepted pursuant Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company Selling Shareholder prior to the expiration of the Subsequent Offering Period, as twenty (20) day exercise period. If such right is exercised with respect to such Forward Contract Party’s pro rata share all or some of the Purchaser’s portion Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the purchase of such Target Shares, including payment of the New Equity Securities purchase price, not accepted pursuant to more than ten (10) business days after delivery of the initial Offering Notice to Exercise Notice; and at such time the Purchaser. (iii) If any Forward Contract Party does not Selling Shareholder shall deliver the Subsequent Offer Notice to the Company prior the certificates representing the Target Shares to be purchased, properly Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the expiration value of such property. If the Selling Shareholder and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Subsequent Offering PeriodDisposition Notice, such Forward Contract Party the valuation shall be deemed to have waived all made by an appraiser of recognized standing selected by the Selling Shareholder and the Company (or its assignees), or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such party’s rights to purchase New Equity Securities in value. The cost of such second offer appraisal shall be shared equally by the Selling Shareholder and the Company. The Company closing shall thereafter then be free to sell or enter into an agreement to sell held on the Purchaser’s pro rata portion latter of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offera) without any further obligation to the Purchaser pursuant to this Section 4 within the ninety (90) fifth business 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 Purchaser’s pro rata portion following delivery of the New Equity Securities within Exercise Notice or (b) the 15th day after such period, the rights provided hereunder cash valuation 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 Purchaser in accordance with this Section 4have been made.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Company and each Applicable ROFR Rightholder shall have until the end right to purchase the Offered Units in the following order of priority: first, the ROFR Notice Period to accept Company shall have the Company’s offer right to purchase all (but or any portion of the Offered Units in accordance with the procedures set forth in Section 11.2(d)(ii), and thereafter, the Applicable ROFR Rightholders shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 11.2(d)(iii), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 11.2(d), no less than all) of its pro rata share all of the New Equity Securities, based on Offered Units will be purchased by the number Company and/or the Applicable ROFR Rightholders. (ii) The initial right of Forward Purchase Shares the Purchaser has agreed Company to purchase hereunder out any Offered Units shall be exercisable with the delivery 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 the “Company ROFR Exercise Notice”) by the Company to the Offering Member and the Applicable ROFR Rightholders within ten (10) business days of receipt of the Offering Member Notice (the “Company Option Period”), stating that it accepts the Company’s offer number (including where such number is zero) of Offered Units the Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice. Any The Company ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior shall have indicated an intent to the expiration purchase any less than all of the Subsequent Offering PeriodOffered Units, such Forward Contract Party the Applicable ROFR Rightholders shall be deemed to have waived all of such party’s rights the right to purchase New Equity Securities in such second offer the remaining Offered Units not selected by the Company. The For a period of fifteen (15) business days following the receipt of a Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 ROFR 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 Purchaser’s pro rata portion of the New Equity Securities within Offered Units (such period, the “ROFR Rightholder Option Period”), each Applicable ROFR Rightholder shall have the right to elect irrevocably to purchase all or none of its Percentage Interest of the remaining Offered Units by delivering a written notice to the Company and the Offering Member (a “Member ROFR Exercise Notice”) specifying its desire to purchase its Percentage Interest of the remaining Offered Units, on the terms and respective purchase prices set forth in the Offering Member Notice. In addition, each Applicable ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Offered Units that it wishes to purchase if any other Applicable ROFR Rightholders do not exercise their rights provided hereunder to purchase their entire Percentage Interest of the remaining Offered Units. Any Member ROFR Exercise Notice shall be deemed binding upon delivery and irrevocable by the Applicable ROFR Rightholder. (iv) The failure of the Company or any Applicable ROFR Rightholder to be revived and deliver a Company ROFR Exercise Notice or Member ROFR Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFR Rightholder Option Period, respectively, shall constitute a waiver of their respective rights of first refusal under this Section 11.2(d)(iv) 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 Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. Throughout the entire Right of First Refusal Period, Agency shall have the right, but not the obligation, to purchase the Site on terms consistent with the terms under which the Site (or any portion thereof) are offered for sale. The Right of First Refusal shall be exercisable as follows: (i) Upon receipt Developer shall not, at any time during the Right of the Offering NoticeFirst Refusal Period, the Purchaser shall have until the end of the ROFR Notice Period make any Transfer (as defined in Section 1216) which is subject to accept the Company’s offer this Agreement (other than a Transfer permitted pursuant to purchase all (but not less than allSection 1216.1 or Section 1216.2(b) of its pro rata share of the New Equity Securitiesbelow), 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 without first giving written notice (a thereof to Agency, which notice is hereinafter referred to as “ROFR NoticeNotice of Transfer”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. ; (ii) If the Purchaser does not deliver a ROFR Notice during of Transfer shall include the ROFR Notice Period, the Purchaser shall be deemed to have waived all exact and complete terms of the Purchaser’s rights to purchase proposed Transfer (which may be in the New Equity Securities offered pursuant to form of a letter of intent with the Offering Notice under this Section 4. Thereafteragreed-upon business terms) including terms for transfer of assets or stock of the business operated thereon, if applicable, and shall have attached thereto a photocopy of bona fide offer and counteroffer, if any, duly executed by both Developer and the Company shall, within prospective transferee; (iii) for a period of forty-five (545) Business Days days after the expiration receipt by Agency of the ROFR Notice Periodof Transfer, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they Agency shall have the right to increase the number give written notice to Participant of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party shall then have two (2) Business Days (the “Subsequent Offering Period”) in which to accept such second offer, by giving notice Agency’s exercise of acceptance (the “Subsequent ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract PartyAgency’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights right to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter interest proposed to be free to sell sold or enter into an agreement to sell otherwise transferred on the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 4 within the ninety (90) day period thereafter (and with respect to an agreement to sellsame terms, consummate such sale at any time thereafter) on terms price and conditions not more favorable to the third party than those as set forth in any Offering Noticethe Notice of Transfer. If In the Company event Developer does not sell or enter into an agreement to sell the Purchaserreceive written notice of Agency’s pro rata portion exercise of the New Equity Securities Right of First Refusal herein granted within such said forty-five (45) day period, the rights provided hereunder there shall be deemed a conclusive presumption that Agency has elected not to exercise the Right of First Refusal hereunder, and Developer may transfer the interest proposed to be revived transferred on the same terms set forth in the Notice of Transfer (subject to Minor Modifications, as defined below); (iv) in the event Agency declines to exercise its Right of First Refusal after receipt of the Notice of Transfer and thereafter, (A) Developer and the New Equity Securities shall not be offered to any third party unless first re-offered to prospective transferee purchaser (1) modify by more than five percent (5%): (a) the Purchaser in accordance with this Section 4.sales price,

Exercise of Right of First Refusal. If prior to the Initial Closing Date Seller or any Affiliate of Seller has an opportunity to exercise a right of first refusal to acquire the assets of a Minority Owned Entity or to acquire the majority interest in a Minority Owned Entity (each a "Right of First Refusal"), Seller shall as promptly as practicable prior to the date on which such right may be exercised provide written notice to Buyer of such opportunity, and Seller or its Affiliate shall, at Buyer's written direction (which shall be given as promptly as practicable), either not exercise such Right of First Refusal or exercise such Right of First Refusal to the extent permitted by, and in accordance with, the agreement governing such Right of First Refusal, and Seller or its Affiliate shall after such exercise, but only during the period prior to the Initial Closing Date, undertake to effectuate the purchase of such assets or of such majority interest in such Minority Owned Entity. If Seller or any of its Affiliates shall be required to exercise a Right of First Refusal or if Seller or any of its Affiliates has otherwise agreed to acquire the assets of a Minority Owned Entity, then: (1) if the acquisition of such assets or of such majority interest has not occurred by the Initial Closing Date, Seller shall, or shall cause its Affiliate to, assign such Right of First Refusal or such contractual rights to purchase such assets to Buyer, and Buyer shall assume the obligations related thereto and thereafter be responsible for purchasing such assets or majority interest following receipt of the required FCC Approval; provided, that Buyer shall reimburse Seller on the Initial Closing Date for the full amount of the Urban Judgment to the extent Seller surrenders its claim to such amount in connection with a successful bid to acquire the assets of Urban; or (2) if such acquisition has occurred by the Initial Closing Date (i) Upon receipt upon the transfer of the Offering Noticesuch assets or majority interest to Seller or its Affiliate, the Purchaser Buyer shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase reimburse Seller for all (but not less than all) of amounts incurred by Seller and its pro rata share of the New Equity 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 “ROFR Notice”) to the Company stating that it accepts the Company’s offer Affiliates to purchase such New Equity Securities on assets or such majority interest in accordance with the terms specified of the agreement governing such Right of First Refusal, including the full amount of the Urban Judgment to the extent Seller surrenders its claim to such amount in connection with a successful bid to acquire the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. assets of Urban, (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser such assets or such majority interest shall be deemed transferred to have waived all Buyer promptly after receipt of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. any required FCC Approval and (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to affiliation agreement between the Company prior to station owned by such Subsidiary and HSN, if any, shall terminate no later than twelve (12) months after the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4Initial Closing Date.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Company and each Applicable ROFR Rightholder shall have until the end right to purchase the Applicable Offered Units in the following order of priority: first, the ROFR Notice Period to accept Company shall have the Company’s offer right to purchase all (but or any portion of the Offered Units in accordance with the procedures set forth in Section X.3(d)(iii), and thereafter, the Applicable ROFR Rightholders shall have the right to purchase the Applicable Offered Units, in accordance with the procedures set forth in Section X.3(d)(iv), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section X.3(d), no less than all) of its pro rata share all of the New Equity SecuritiesOffered Units will be purchased by the Company and/or the Applicable ROFR Rightholders. (ii) For the avoidance of doubt, based on in the number event of Forward Purchase Shares a proposed Transfer of both Preferred Units and Common Units (and/or applicable Unit Equivalents), the Purchaser has agreed Offering Member may deliver a single Offering Member Notice to the Company and all Members holding any Preferred Units or Common Units (and/or applicable Unit Equivalents). Upon their receipt of the Offering Member Notice: first, the Company shall have the right to elect to purchase hereunder out all or any portion of the total number Offered Preferred Units, the Offered Common Units, or both; and thereafter, any Member holding only Preferred Units shall have the right to purchase the Offered Preferred Units, any Member holding only Common Units shall have the right to purchase the Offered Common Units, and any Member holding both Preferred Units and Common Units shall have the right to elect to purchase both or either the Offered Preferred Units or the Offered Common Units without purchasing any Units of Class A Shares the other class or series; provided, in all cases, that the Purchaser Company's and other Forward Contract Parties have agreed Applicable ROFR Rightholders' rights to purchase at any Offered Preferred Units or any Offered Common Units will only be exercisable if, after giving effect to all elections made under this Section X.3(d), the FPS Closing, by delivering Company and/or the Applicable ROFR Rightholders shall have elected to purchase no less than all the Offered Preferred Units and all the Offered Common Units. (iii) The initial right of the Company to purchase any Offered Units shall be exercisable with the delivery of a written notice (a the “Company ROFR Exercise Notice”) by the Company to the Offering Member and the Applicable ROFR Rightholders within ten (10) Business Days of receipt of the Offering Member Notice (the “Company Option Period”), stating that it accepts the Company’s offer number (including where such number is zero) and type of Offered Units the Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice. Any The Company ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the PurchaserCompany. (iiiv) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser Company shall be deemed have indicated an intent to have waived purchase any less than all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. ThereafterOffered Preferred Units and/or all of Offered Common Units, the Company shall, within five (5) Business Days after the expiration of the Applicable ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they Rightholders shall have the right to increase purchase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities remaining Applicable Offered Units not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer selected by the Company. The For a period of fifteen (15) Business Days following the receipt of a Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 ROFR 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 Purchaser’s pro rata portion of the New Equity Securities within Offered Units (such period, the “ROFR Rightholder Option Period”), each Applicable ROFR Rightholder shall have the right to elect irrevocably to purchase all or none of its Preferred Pro Rata Portion of the remaining Applicable Offered Preferred Units and/or all or none of its Common Pro Rata Portion of the remaining Applicable Offered Common Units by delivering a written notice to the Company and the Offering Member (a “Member ROFR Exercise Notice”) specifying its desire to purchase its Preferred Pro Rata Portion of the remaining Applicable Offered Preferred Units and/or its Common Pro Rata Portion of the remaining Applicable Offered Common Units, on the terms and respective purchase prices set forth in the Offering Member Notice. In addition, each Applicable ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Applicable Offered Units that it wishes to purchase if any other Applicable ROFR Rightholders do not exercise their rights provided hereunder to purchase their entire Applicable Pro Rata Portions of the remaining Applicable Offered Units. Any Member ROFR Exercise Notice shall be deemed binding upon delivery and irrevocable by the Applicable ROFR Rightholder. (v) The failure of the Company or any Applicable ROFR Rightholder to be revived and deliver a Company ROFR Exercise Notice or Member ROFR Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFR Rightholder Option Period, respectively, shall constitute a waiver of their respective rights of first refusal under this Section X.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 Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. (i) Upon receipt The Right of First Refusal set forth in this Article V may be exercised first by each Holder as to any or all of the Offering Notice, Offered Securities by giving notice to the Purchaser Seller and the Company within fifteen (15) days of the receipt by such Holder of the Transfer Notice (the "Notice Period"). Each Holder shall have until a right of over-allotment such that if the end of the ROFR Notice Period other Holders fails to accept the Company’s offer exercise its right hereunder to purchase all (but not less than all) of its pro rata share of the New Equity Offered 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 “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to Holders may purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, non-purchasing Holder's entire portion within five (5) Business Days after days from the expiration date the Company provides the "ROFR Notice" as defined herein. Each Holder's pro rata share, for purposes of this Right of First Refusal, is the ratio of the ROFR number of shares of Common Stock Equivalents owned by such Holder immediately prior to the date of the Transfer Notice, to the total number of shares of Common Stock Equivalents owned by all Holders immediately prior to the date of the Transfer Notice. Immediately upon the termination of the Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during shall notify each Holder as to whether, and to what extent, the ROFR Notice Period accepting other Holders failed to fully exercise their rights hereunder (the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial "ROFR Notice"). Each such Forward Contract Party shall then have two (2) Business Days (If the “Subsequent Offering Period”) in which to accept such second offer, by giving notice Holders do not exercise their Right of acceptance (the “Subsequent ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, First Refusal as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights Offered Securities within such period, then the Seller shall have thirty (30) days thereafter to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell Transfer (or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 4 which the Transfer of Offered Securities covered thereby shall be closed, if at all, within twenty (20) days from the ninety (90date of said agreement) day period thereafter (the Offered Securities respecting which the rights of the Camden Purchasers were not exercised at a price 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 Transferees thereof than those set forth specified in any Offering the Transfer Notice, all subject to Article VI hereof (Right of Co-Sale). If In the Company does event the Seller has not sell or enter into an agreement to sell Transferred the Purchaser’s pro rata portion of the New Equity Offered Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity thirty (30) day period (or Transferred Offered Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4the foregoing within twenty (20) days from the date of such agreement) the Seller shall not thereafter Transfer any Offered Securities, without first offering such Offered Securities to the Holders in the manner provided above.

Exercise of Right of First Refusal. (i) Upon receipt The Right of First Refusal set forth in this Section 20 may be exercised first by each Nonselling Holder as to any or all of the Offering Offered Securities by giving notice to the Seller within seven (7) business days of the receipt by such Nonselling Holder of the Transfer Notice, the Purchaser . Each Nonselling Holder shall have until the end a right of the ROFR Notice Period over- allotment such that if any other holder fails to accept the Company’s offer exercise its right hereunder to purchase all (but not less than all) of its pro rata share of the New Equity Offered Securities, based the other holders may purchase the non-purchasing holder's portion on a pro rata basis. If the number Nonselling Holders do not exercise their Right of Forward Purchase Shares First Refusal as to all of such Offered Securities within such period, then the Purchaser has agreed to purchase hereunder out of Company (or a designee approved by the total number of Class A Shares that the Purchaser Board and other Forward Contract Parties have agreed to purchase at the FPS Closing, by delivering a written notice (a “ROFR Notice”) identified to the Company stating that it accepts the Company’s offer Seller in writing before exercise) may exercise its Right of First Refusal as to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived any or all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shallremaining Offered Securities, within five thirty (530) Business Days after days of the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number Nonselling Persons' Right of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering NoticeFirst Refusal. If the Company does not exercise its Right of First Refusal within such period as to all remaining Offered Securities, then the Seller shall have sixty (60) days thereafter to sell (or enter into an agreement pursuant to sell which the Purchaser’s pro rata portion sale of Offered Securities covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement) the Offered Securities respecting which the rights of the New Equity Nonselling Holders and the Company were not exercised at a price and upon terms no more favorable to the transferees thereof than specified in the Transfer Notice. In the event the Seller has not sold the Offered Securities within such period, the rights provided hereunder shall be deemed to be revived sixty (60) day period (or sold and the New Equity issued Offered Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4the foregoing within thirty (30) days from the date of such agreement) the Seller shall not thereafter issue or sell any Offered Securities, without first offering such Offered Securities to the Nonselling Holders and the Company in the manner provided above.

Exercise of Right of First Refusal. (ia) Upon After receipt of the Offering Notice, the Purchaser shall have until Series A Holders may, by giving written notice to the end of Selling Holder (the ROFR Notice Period to accept the Company’s offer "Initial Purchase Notice"), elect to purchase all (all, but not less than all) of its pro rata share , of the New Equity SecuritiesFamily Shares proposed to be transferred, based on at the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of price determined in accordance with Section 1.4 below. If the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed Series A Holders elect to purchase at exceeds the FPS Closingnumber of Family Shares that the Selling Holder proposes to transfer, by delivering each Series A Holder electing to purchase (each a "Purchasing Shareholder") shall be entitled to purchase such holder's Pro Rata Share (as defined in Section 1.3(d)), of the Family Shares to be transferred. The Initial Purchase Notice shall be given to the Selling Holder within twenty (20) days after receipt of the Notice, in the case of a proposed Private Sale, and within fifteen (15) days after receipt of the Notice, in the case of a proposed Public Sale. (b) If the Series A Holders do not choose to purchase all of the available Family Shares, the Selling Holder shall promptly give written notice (a “ROFR the "Second Notice”") to the Company stating that it accepts the Company’s offer Series A Holders who have elected to purchase such New Equity Securities on (the terms specified "Purchasing Shareholders"), which shall set forth (i) the number of Family Shares elected to be purchased by the Purchasing Shareholders and the identity of the Purchasing Shareholders so electing and number of Family Shares so elected to be purchased by each of them, (ii) the number of Family Shares remaining available for purchase, if the Purchasing Shareholders have not elected to purchase all of the available Family Shares, and (iii) the deadline for submission of the Second Purchase Notice in accordance with the time limits set forth in this Section 1.3. The Purchasing Shareholders may then elect by giving written notice to the Selling Holder (the "Second Purchase Notice") to purchase the remaining available Family Shares at the purchase price determined in accordance with Section 1.4 below, as to each Purchasing Shareholder in accordance with its Pro Rata Share. The Second Purchase Notice shall be given to the Selling Holder within ten (10) days after receipt of the Second Notice, in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchasercase of a proposed Private Sale or a proposed Public Sale. (iic) If Notwithstanding the Purchaser does not deliver a ROFR Notice during the ROFR Notice Periodforegoing, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering PeriodFamily Shareholders may, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 than 30,000 shares in the third party than those set forth in aggregate for all Family Shareholders during any Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 rethree-offered to the Purchaser in accordance with this Section 4.month

Exercise of Right of First Refusal. (ia) Upon After receipt of the Offering Notice, the Purchaser shall have until Non-Selling Investors may, by giving written notice to the end of Selling Investor (the ROFR Notice Period to accept the Company’s offer "Initial Purchase Notice"), elect to purchase all (all, but not less than all) of its pro rata share , of the New Equity Securitiesshares of Preferred Stock proposed to be transferred, based on at the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of price determined in accordance with Section 1.4 below. If the total number of Class A Shares shares that the Purchaser and other Forward Contract Parties have agreed Non-Selling Investors elect to purchase at exceeds the FPS Closingnumber of shares of Preferred Stock that the Selling Investor proposes to transfer, by delivering each Non-Selling Investor electing to purchase (each a "Purchasing Investor") shall be entitled to purchase such holder's Pro Rata Share (as defined in Section 1.3(d)), of the shares of Preferred Stock to be transferred. The Initial Purchase Notice shall be given to the Selling Investor within twenty (20) days after receipt of the Notice. (b) If the Purchasing Investors do not choose to purchase all of the available shares of Preferred Stock, the Selling Investor shall promptly give written notice (a “ROFR the "Second Notice”") to the Company stating that it accepts Purchasing Investors, which shall set forth (i) the Company’s offer number of shares of Preferred Stock elected to be purchased by the Purchasing Investors and the identity of the Purchasing Investors so electing and number of shares of Preferred Stock so elected to be purchased by each of them, (ii) the number of shares of Preferred Stock remaining available for purchase, if the Purchasing Investors have not elected to purchase all of the available shares of Preferred Stock, and (iii) the deadline for submission of the Second Purchase Notice in accordance with the time limits set forth in this Section 1.3. The Purchasing Investors may then elect by giving written notice to the Selling Investor (the "Second Purchase Notice") to purchase the remaining available shares of Preferred Stock at the purchase price determined in accordance with Section 1.4 below, as to each Purchasing Investor in accordance with its Pro Rata Share. The Second Purchase Notice shall be given to the Selling Investor within ten (10) days after receipt of the Second Notice. (c) For purposes of this Agreement, a Purchasing Investor's "Pro Rata Share" is a fraction, the numerator of which is the number of shares of Preferred Stock held by such holder, and the denominator of which is the total number of shares of Preferred Stock held by all Purchasing Investors. If the Purchasing Investors do not elect to purchase all of the available shares of Preferred Stock following receipt of the Notice, then as to the remaining available shares of Preferred Stock, the Pro Rata Shares of Purchasing Investors electing to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered available shares shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver proportionately increased to reflect a ROFR Notice during the ROFR Notice Periodfraction, the Purchaser shall be deemed to have waived all numerator of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase which is the number of New Equity Securities that they have accepted pursuant shares of Preferred Stock held by each such holder, and the denominator of which is the total number of shares of Preferred Stock held by all Purchasing Investors electing to the initial ROFR Noticepurchase such available shares. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party Purchasing Investor does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights elect to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free its full entitlement, it may convey its unused right to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities purchase to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4Purchasing Investor(s).

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser each Applicable ROFR Rightholder shall have until the end right to purchase the Applicable Offered Units in the following manner: the Applicable ROFR Rightholders shall have the right to purchase the Applicable Offered Units, in accordance with the procedures set forth in Section 11.03(d)(ii). Notwithstanding the foregoing, the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 11.03(d), no less than all of the Offered Units will be purchased by the Applicable ROFR Notice Period to accept Rightholders. (ii) The right of the Company’s offer Applicable ROFR Rightholders to purchase all (but not less than all) any Offered Units shall be exercisable with the delivery of its pro rata share of the New Equity 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 the “Member ROFR Exercise Notice”) by the Applicable ROFR Rightholders to the Company Offering Member within thirty (30) Business Days of receipt of the Offering Member Notice (the “ROFR Rightholder Option Period”) stating that it accepts the Company’s offer number (including where such number is zero) and type of Offered Units the ROFR Rightholder elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice. Any The Member ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If Company. In the Purchaser does not deliver a event that more than one Applicable ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have Rightholder exercises the right to increase purchase such offered equity interests, the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party offered equity interests 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as be sold to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the PurchaserROFR Rightholders on a pari passu basis. (iii) If The failure of any Forward Contract Party does not Applicable ROFR Rightholder to deliver a Member ROFR Exercise Notice by the Subsequent Offer Notice to the Company prior to the expiration end of the Subsequent Offering ROFR Rightholder Option Period, such Forward Contract Party shall be deemed to have waived all constitute a waiver of such party’s their respective rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to first refusal under this Section 4 within the ninety (90) day period thereafter (and 11.03 with respect to an agreement to sellthe Transfer of Offered Units, 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 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 but shall not be offered affect their respective rights with respect to any third party unless first re-offered to the Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. (i) Upon receipt The Right of First Refusal set ----------------------------------- forth in this Article V may be exercised first by each Holder as to any or all of the Offering Notice, Offered Securities by giving notice to the Purchaser Seller and the Company within fifteen (15) days of the receipt by such Holder of the Transfer Notice (the "Notice Period"). Each Holder shall have until a right of over-allotment such that if the end of the ROFR Notice Period other Holders fails to accept the Company’s offer exercise its right hereunder to purchase all (but not less than all) of its pro rata share of the New Equity Offered 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 “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to Holders may purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, non-purchasing Holder's entire portion within five (5) Business Days after days from the expiration date the Company provides the "ROFR Notice" as defined herein. Each Holder's pro rata share, for purposes of this Right of First Refusal, is the ratio of the ROFR number of shares of Common Stock Equivalents owned by such Holder immediately prior to the date of the Transfer Notice, to the total number of shares of Common Stock Equivalents owned by all Holders immediately prior to the date of the Transfer Notice. Immediately upon the termination of the Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during shall notify each Holder as to whether, and to what extent, the ROFR Notice Period accepting other Holders failed to fully exercise their rights hereunder (the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial "ROFR Notice"). Each such Forward Contract Party shall then have two (2) Business Days (If the “Subsequent Offering Period”) in which to accept such second offer, by giving notice Holders do not exercise their Right of acceptance (the “Subsequent ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, First Refusal as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights Offered Securities within such period, then the Seller shall have thirty (30) days thereafter to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell Transfer (or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 4 which the Transfer of Offered Securities covered thereby shall be closed, if at all, within twenty (20) days from the ninety (90date of said agreement) day period thereafter (the Offered Securities respecting which the rights of the Camden Purchasers were not exercised at a price 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 Transferees thereof than those set forth specified in any Offering the Transfer Notice, all subject to Article VI hereof (Right of Co-Sale). If In ---------- the Company does event the Seller has not sell or enter into an agreement to sell Transferred the Purchaser’s pro rata portion of the New Equity Offered Securities within such period, the rights provided hereunder shall be deemed to be revived and the New Equity thirty (30) day period (or Transferred Offered Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4the foregoing within twenty (20) days from the date of such agreement) the Seller shall not thereafter Transfer any Offered Securities, without first offering such Offered Securities to the Holders in the manner provided above.

Exercise of Right of First Refusal. Subject to Section 3 above, in the event a Restricted Shareholder (ithe “Transferring Shareholder”) Upon receipt proposes to transfer any or all of its Ordinary Shares or Series Angel Preferred Shares (the “Target Shares”) to one or more third parties (each, a “Prospective Transferee”, which, for the avoidance of doubt, shall include both an existing shareholder and non-shareholder of the Offering NoticeCompany, who proposes to acquire such Target Shares), the Purchaser Transferring Shareholder shall have until promptly deliver to each Right of First Refusal Holder a written notice (the end “Disposition Notice”) describing the Equity Securities to be transferred, terms and conditions of the ROFR Notice Period transfer, including the purchase price (which shall be payable in cash only), material terms and conditions upon which the proposed transfer is to accept be made and the Company’s offer to identity of the Prospective Transferee. Each Right of First Refusal Holder may exercise the Right of First Refusal and, thereby, purchase all (but not less than all) or any portion of its such Right of First Refusal Holder’s respective pro rata share of the New Equity Securities, based on the number of Forward Purchase Target 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 Closingsame price and subject to substantially the same terms and conditions as described in the Disposition Notice, by delivering a written notice notifying the Transferring Shareholder in writing within ten (a “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (510) Business Days after receiving the expiration of Disposition Notice (the “ROFR Notice Response Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase ”) stating the number of New Equity Securities such Target Shares that they it wishes to purchase. No Right of First Refusal Holder shall have accepted pursuant a right to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration purchase any of the Subsequent Offering Target Shares unless it exercises its Right of First Refusal within the ROFR Response Period. For purposes of this Section 4.2, as to such Forward Contract Partyeach Right of First Refusal Holder’s pro rata share of the Purchaser’s portion Target Shares shall be equal to the number of Target Shares, multiplied by a fraction, (x) the numerator of which shall be the number of Ordinary Shares (assuming the conversion of all Preferred Shares and exercise of all Warrants) held by such Right of First Refusal Holder on the date of the New Equity Securities not accepted pursuant to Disposition Notice, and (y) the initial Offering Notice to denominator of which shall be the Purchaser. total number of Ordinary Shares (iiiassuming the conversion of all Preferred Shares and exercise of all Warrants) If any Forward Contract Party does not deliver held on the Subsequent Offer Notice to the Company prior to the expiration date of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived Disposition Notice by all Right of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4First Refusal Holders.

Exercise of Right of First Refusal. If Tenant fails to give any notice to Landlord within the required ten (i10) Upon receipt of the Offering Noticeday period, the Purchaser shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share of the New Equity 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 “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser Tenant shall be deemed to have waived all refused to exercise its Right of the Purchaser’s rights to purchase the New Equity Securities offered pursuant First Refusal with respect to the Offering Notice under this Section 4Right of First Refusal Space. ThereafterIf Tenant refuses to exercise its Right of First Refusal, the Company shalleither by giving written notice of refusal or failing to timely give notice of exercise, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they Landlord shall thereafter have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each lease such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities Right of First Refusal Space to the third party. The rental rate set forth in the Landlord’s Notice may be reduced so long as it is not accepted less than ninety-five (95%) of the rental rate set forth in the Landlord’s Notice. If a lease to another tenant(s) is not consummated within six (6) months next following Tenant’s refusal of exercise its Right of First Refusal, then Tenant’s Right of First Refusal to lease the Right of First Refusal Space shall be reinstated. This Right of First Refusal shall be an ongoing right of first refusal, which shall mean that if Tenant waives its Right of First Refusal pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration this Article XXVIII and all of the Subsequent Offering Period, such Forward Contract Party shall be deemed Right of First Refusal Space is subsequently leased to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any a third party (including any “New Tenant”), Landlord shall not lease the Right of First Refusal Space to a third party (other Forward Contract Parties who accepted such second offerthan the New Tenant or its permitted assignee) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion notifying Tenant of the New Equity Securities within such periodavailability of the Right of First Refusal Space, in which case Tenant shall again have a Right of First Refusal to lease 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 Purchaser Right of First Refusal Space in accordance with this Section 4.Article XXVIII. OFFICE LEASE PAGE 38 Park Ten Plaza – RigNet, Inc. Table of Contents

Exercise of Right of First Refusal. (i) Upon receipt Immediately following the last to occur of the Offering Notice, following events: (a) the Purchaser shall have until receipt by the end Company of a Bona Fide Offer to purchase and acquire the Hotel; and (b) the terms and conditions of such Bona Fide Offer are approved by the Majority Interest of the ROFR Notice Period Members, then the Managers shall deliver written notice to accept the Company’s offer to purchase all (but not less than all) of its pro rata share CV of the New Equity Securities, based on receipt by the number Company of Forward Purchase Shares such Bona Fide Offer and the Purchaser has agreed to purchase hereunder out approval of the total number terms and conditions of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at Bona Fide Offer by the FPS Closing, by delivering a Majority Interest of the Members. Such written notice (shall include a “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all copy of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4Bona Fide Offer. Thereafter, the Company shall, within Within five (5) Business Days after business days following the expiration date of receipt of the ROFR Notice PeriodManagers' written notice and accompanying Bona Fide Offer, give CV shall have the right, but not the obligation, to exercise its Right of First Refusal and to purchase and acquire Legacy's Membership Interest in the Company upon the terms and conditions set forth in the Bona Fide Offer provided, however: (a) in the event CV desires to exercise its Right of First Refusal, CV must deliver written notice of exercise to Legacy within such five (5) business day period; and (b) the purchase price for Legacy's Membership Interest in the Company shall be an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice amount which corresponds to the amount which Legacy would have received in the event the Company during consummated the ROFR Notice Period accepting sale of the Company’s initial offer Hotel in accordance with the terms and conditions set forth in the Bona Fide Offer, the Company was liquidated and the proceeds thereof were distributed to the Members in accordance with the terms and conditions of this Agreement. In the event CV timely exercises its Right of First Refusal in accordance with the provisions of this Section 13.2, not later than two (2) business days after CV delivers to Legacy written notice of exercise of its Right of First Refusal, CV and Legacy shall enter into and execute a definitive purchase agreement incorporating the New Equity Securitiesterms and conditions for the purchase and sale of Legacy's Membership Interest in the Company as determined pursuant to this Section 13.2. In connection with the foregoing, informing them the purchase agreement will provide: (i) for the payment by CV to Legacy of a Two Hundred Fifty Thousand Dollar ($250,000.00) nonrefundable deposit concurrently with the execution of the definitive purchase and sale agreement by CV and Legacy; (ii) that they the purchase price for Legacy's Membership Interest in the Company shall be paid by CV to Legacy in the form of cash, cashier's check, certified funds or by wire transfer; (iii) the closing for the purchase of Legacy's Membership Interest in the Company shall be handled through an escrow with a title insurance company mutually approved by Legacy and CV; (iv) all closing costs incurred in connection with any such transaction shall be allocated between Legacy and CV in the manner in which such closing costs are customarily allocated between a seller and buyer in other commercial real estate transactions in the geographic area in which the Hotel is located; (v) Legacy shall not be responsible for the payment of any brokerage fees or similar commissions as a result of CV's purchase of Legacy's Membership Interest in the Company in accordance with the provisions of this Article 13; (vi) there shall be no due diligence or similar investigation period and the closing for the purchase by CV of Legacy's Membership Interest in the Company shall take place not later than thirty (30) calendar days following the date of delivery by CV of its written notice of exercise of its Right of First Refusal as described in this Section 13.2; and (vii) if for any reason CV fails to complete its acquisition of Legacy's Membership Interest in the Company in accordance with the terms and conditions set forth in this Section 13.2, the Two Hundred Fifty Thousand Dollar ($250,000.00) deposit shall serve as liquidated damages, the Right of First Refusal granted to CV pursuant to this Article 13 shall immediately terminate and the Company may thereafter consummate the sale of the Hotel pursuant to the terms and conditions set forth in the Bona Fide Offer or pursuant to any other terms and conditions approved by the Majority Interest of the Members, or may otherwise sell, transfer or dispose of the Hotel upon terms and conditions approved by the Majority Interest of the Members. In the event CV fails to timely exercise its Right of First Refusal pursuant to the provisions of this Section 13.2, the Company may thereafter consummate the sale of the Hotel pursuant to the terms and conditions set forth in the Bona Fide Offer provided, however, in the event of any material change in the terms and conditions set forth in the Bona Fide Offer, the Company will be required to advise CV of such material change and CV will then have the right to increase the number exercise its Right of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 4 within the ninety (90) day period thereafter (and First Refusal with respect to an agreement to sell, consummate such sale at any time thereafter) on revised 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 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 Purchaser in accordance with the provisions of this Section 4Article 13.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Notice, the Purchaser shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) or a portion of its pro rata share of the New Equity Securities (provided, that such portion shall be at least 25% of such pro rata share of the New Equity Securities), based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the sum of (A) the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPS ClosingClosing plus (B) the number of Public Shares beneficially owned or held, directly or indirectly, by entities affiliated with The Blackstone Group L.P. (the “BSOF Entities”) at the time of receipt of the Offering Notice (which number shall not exceed the Ownership Cap for purposes of this calculation), by delivering a written notice (a “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. As used herein, the “Ownership Cap” shall initially mean 4,000,000 Class A Shares; provided, that if the actual number of Public Units offered and sold in the IPO is less than 30,000,000 (without regard to any exercise of the over-allotment option), then the Ownership Cap shall be automatically reduced on a pro rata basis. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, or if the Purchaser does not purchase its entire pro rata share of the New Equity Securities, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities (or a portion thereof, as applicable) offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties and the BSOF Entities who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party and the BSOF Entities 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to the BSOF Entities’ and such Forward Contract Party’s pro rata share (based on the formula set forth in clause (i) above) of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party or the BSOF Entities does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party or the BSOF Entities shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities (or a portion thereof, as applicable) to any third party (including any other Forward Contract Parties who accepted such second offeroffer or the BSOF Entities) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion (or a portion thereof, as applicable) 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 Purchaser in accordance with this Section 4.

Exercise of Right of First Refusal. (i1) Upon receipt of the Offering Member Notice, the Purchaser each Member shall have until 30 Business Days (the end “ROFR Notice Period”) to elect to purchase its Pro Rata Portion of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share of the New Equity 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, Offered Membership Interest by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that it accepts the Company’s offer offers to purchase its Pro Rata Portion of such New Equity Securities Offered Membership Interest on the terms specified in the Offering Member Notice. Any ROFR Offer Notice so delivered shall be binding and irrevocable upon delivery and irrevocable by the Purchaser. electing Member. If more than one Member delivers a ROFR Offer Notice, each such Member (iia “Purchasing Member”) If shall be allocated its Pro Rata Portion of the Purchaser Offered Membership Interest. Upon the delivery of the ROFR Offering Notices in accordance with this Section 3.6(c)(1) by one or more Purchasing Members, the Company and the Purchasing Members shall have five (5) Business Days to determine what portion of the Offered Membership Interest is being purchased by the Purchasing Members. Each Member that does not deliver a ROFR Offer Notice during the ROFR Notice Period, the Purchaser Period shall be deemed to have waived all of the Purchasersuch Member’s rights to purchase its Pro Rata Portion of the New Equity Securities offered pursuant Offered Membership Interest. (2) In the event the ROFR Offer Notices delivered to the Offering Notice under this Section 4. ThereafterMember and the Company constitute offers to purchase less than all of the Offered Membership Interest, the Company shallshall notify all Purchasing Members and the Offering Member, within five (5) Business Days after making the expiration determination required by Section 3.6(c)(1) of (i) the percentage of the Offered Membership Interest committed for purchase by Purchasing Members and (ii) the amount of the Offered Membership Interest still available for purchase (the ”Remaining Amount of Offered Membership Interest”). Upon receipt of such notice (the “Second ROFR Notice PeriodOffer Notice”), give an Offering Notice to all other Forward Contract Parties who each Purchasing Member shall have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party shall then have two (2) 15 Business Days (the “Subsequent Offering Second ROFR Notice Period”) in which to accept such second offer, by giving notice of acceptance (the “Subsequent ROFR Notice”) elect to the Company prior to the expiration purchase its Pro Rata Portion of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share Remaining Amount of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offered Membership Interest by delivering a Second ROFR Offer Notice to the Company prior Offering Member and the Company. In the event the Purchasing Members have not committed to the expiration purchase all of the Subsequent Offering PeriodOffered Membership Interest (either by ROFR Offer Notices or Second ROFR Offer Notices), such Forward Contract Party the Company shall be deemed to have waived all of such party’s rights the option, but not the obligation, to purchase New Equity Securities any of the Remaining Amount of Offered Membership Interest not being acquired by Purchasing Members, on the same terms as set forth in such second offer the Offering Member Notice, by notifying the Offering Member in writing of the percentage of the Remaining Amount of Offered Membership Interest it desires to acquire. (3) The Purchasing Members and the Company shall have an additional 15 Business Days after the Second ROFR Notice Period to consummate the purchase of that percentage of the Offered Membership Interest determined by adding the Pro Rata Portion of each Purchasing Member set forth in the ROFR Offer Notices and the Second ROFR Offer Notices and the amount of the Remaining Amount of Offered Membership Interest being acquired by the Company. The Company , if applicable, which shall thereafter be free to sell or enter into an agreement to sell constitute all of the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation Offered Membership Interest, and deliver full consideration therefore to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4Member.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Company and each ROFR Rightholder shall have until the end right to purchase the Offered Units in the following order of priority: first, the ROFR Notice Period to accept Company shall have the Company’s offer right to purchase all (but or any portion of the Offered Units in accordance with the procedures set forth in Section 10.03(d)(ii), and thereafter, the ROFR Rightholders shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 10.03(d)(iii), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.03(d), no less than all) of its pro rata share all of the New Equity Securities, based on Offered Units will be purchased by the number Company and/or the ROFR Rightholders. (ii) The initial right of Forward Purchase Shares the Purchaser has agreed Company to purchase hereunder out any Offered Units shall be exercisable with the delivery 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 the “Company ROFR Exercise Notice”) by the Company to the Offering Member and the ROFR Rightholders within ten (10) Business Days of receipt of the Offering Member Notice (the “Company Option Period”), stating that it accepts the Company’s offer number (including where such number is zero) of Offered Units the Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice. Any The Company ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior shall have indicated an intent to the expiration purchase any less than all of the Subsequent Offering PeriodOffered Units, such Forward Contract Party the ROFR Rightholders shall be deemed to have waived all of such party’s rights the right to purchase New Equity Securities in such second offer the remaining Offered Units not selected by the Company. The For a period of fifteen (15) Business Days following the receipt of a Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 ROFR 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 Purchaser’s pro rata portion of the New Equity Securities within Offered Units (such period, the “ROFR Rightholder Option Period”), each ROFR Rightholder shall have the right to elect irrevocably to purchase all or none of its Applicable Pro Rata Portion of the remaining Offered Units by delivering a written notice to the Company and the Offering Member (a “Member ROFR Exercise Notice”) specifying its desire to purchase its Applicable 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 ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Offered Units that it wishes to purchase if any other ROFR Rightholders do not exercise their rights provided hereunder to purchase their entire Applicable Pro Rata Portion of the remaining Offered Units. Any Member ROFR Exercise Notice shall be deemed binding upon delivery and irrevocable by the ROFR Rightholder. (iv) The failure of the Company or any ROFR Rightholder to be revived and deliver a Company ROFR Exercise Notice or Member ROFR Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFR Rightholder Option Period, respectively, shall constitute a waiver of their respective rights of first refusal under this Section 10.03 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 Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Notice, the Purchaser BSOF Entities (in each of their sole discretion) shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all or a portion of each of their pro rata share of the New Equity Securities (but not less than all) provided, that such portion shall be at least 25% of its such pro rata share of the New Equity Securities), based on the number of Forward Purchase Public Shares beneficially owned or held, directly or indirectly, by each of the Purchaser has agreed to purchase hereunder BSOF Entities (or their affiliated transferees) at the time of receipt of the Offering Notice (which number shall not exceed the Ownership Cap (as defined herein) for purposes of this calculation) (the “BSOF Ownership Amount”) out of the sum of (A) the total number of Class A Shares and Class C Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at pursuant to the FPS ClosingForward Purchase Contracts plus (B) the BSOF Ownership Amount, by delivering a written notice (a “ROFR Notice”) to the Company stating that it accepts the Company’s offer to purchase all or a portion, as applicable, of such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the PurchaserBSOF Entities. Following delivery of any such ROFR Notice, the BSOF Entities shall take all steps reasonably necessary to effect the consummation of the ROFR Financing for all (or a portion thereof, as applicable) of its pro rata portion of the New Equity Securities to be sold in such ROFR Financing in accordance with the applicable definitive documentation setting forth the terms and conditions of such ROFR Financing. As used herein, the “Ownership Cap” shall initially mean 4,000,000 Class A Shares in the aggregate for the BSOF Entities (or their affiliated transferees); provided, that if the actual number of Public Units offered and sold in the IPO is less than 30,000,000 (without regard to any exercise of the over-allotment option), then the Ownership Cap shall be automatically reduced on a pro rata basis. (ii) If the Purchaser does BSOF Entities do not deliver a ROFR Notice during the ROFR Notice Period, or if the Purchaser BSOF Entities do not purchase their entire pro rata share of the New Equity Securities, or if the BSOF Entities deliver a ROFR Notice during the ROFR Notice Period but fail to consummate the applicable ROFR Financing (or otherwise satisfy its obligations) in accordance with the applicable definitive documentation setting forth the terms and conditions of such ROFR Financing, the BSOF Entities shall be deemed to have waived all of the Purchaser’s their rights to purchase the New Equity Securities (or a portion thereof, as applicable) offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s BSOF Entities’ portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the PurchaserBSOF Entities. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice pursuant to Section 4(b)(ii) to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s BSOF Entities’ pro rata portion of such New Equity Securities (or a portion thereof, as applicable) to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser BSOF Entities pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the Purchaser’s BSOF Entities’ pro rata portion (or a portion thereof, as applicable) 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 Purchaser BSOF Entities in accordance with this Section 4.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Company and each Applicable ROFR Rightsholder shall have until the end right to purchase the Applicable Offered Units in the following order of priority: first, the Company shall have the right to purchase all or any portion of the Offered Units in accordance with the procedures set forth in Section 10.03(d)(ii), and thereafter, the Applicable ROFR Rightsholders shall have the right to purchase the Applicable Offered Units, in accordance with the procedures set forth in Section 10.03(d)(iv), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the Applicable ROFR Rightsholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.03(d), no less than all of the Offered Units will be purchased by the Company and/or the Applicable ROFR Rightsholders. (ii) For the avoidance of doubt, in the event of a proposed Transfer of both Preferred Units and Common Units (and/or applicable Unit Equivalents), the Offering Member may deliver a single Offering Member Notice Period to accept the Company and all Members holding any Preferred Units or Common Units (and/or applicable Unit Equivalents). Upon their receipt of the Offering Member Notice: first, the Company shall have the right to elect to purchase all or any portion of the Offered Preferred Units, the Offered Common Units, or both; and thereafter, any Member holding only Preferred Units shall have the right to purchase the Offered Preferred Units, any Member holding only Common Units shall have the right to purchase the Offered Common Units, and any Member holding both Preferred Units and Common Units shall have the right to elect to purchase both or either the Offered Preferred Units or the Offered Common Units without purchasing any Units of the other class or series; provided, in all cases, that the Company’s offer and Applicable ROFR Rightsholders’ rights to purchase any Offered Preferred Units or any Offered Common Units will only be exercisable if, after giving effect to all (but not elections made under this Section 10.03(d), the Company and/or the Applicable ROFR Rightsholders shall have elected to purchase no less than allall the Offered Preferred Units and all the Offered Common Units. (iii) of its pro rata share of the New Equity 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 The Company shall deliver a written notice (a the “Company ROFR Exercise Notice”) to the Offering Member and the Applicable ROFR Rightsholders within ten (10) Business Days of receipt of the Offering Member Notice (the “Company Option Period”), stating that it accepts the Company’s offer number (including where such number is zero) and type of Offered Units, if any, the Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice, and if the Company elects to purchase less than all of the Offered Units, the Company shall specify the amount and type of Offered Units available for purchase by the Applicable ROFR Rightsholders. Any The Company ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the PurchaserCompany. (iiiv) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser Company shall be deemed have indicated an intent to have waived purchase any less than all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. ThereafterOffered Preferred Units and/or all of Offered Common Units, the Company shall, within five (5) Business Days after the expiration of the Applicable ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they Rightsholders shall have the right to increase purchase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities remaining Applicable Offered Units not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer selected by the Company. The For a period of fifteen (15) Business Days following the receipt of a Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 ROFR 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 Purchaser’s pro rata portion of the New Equity Securities within Offered Units (such period, the “ROFR Rightsholder Option Period”), each Applicable ROFR Rightsholder shall have the right to elect irrevocably to purchase all or none of its Preferred Pro Rata Portion of the remaining Applicable Offered Preferred Units and/or all or none of its Common Pro Rata Portion of the remaining Applicable Offered Common Units by delivering a written notice to the Company and the Offering Member (a “Member ROFR Exercise Notice”) specifying its desire to purchase its Preferred Pro Rata Portion of the remaining Applicable Offered Preferred Units and/or its Common Pro Rata Portion of the remaining Applicable Offered Common Units, on the terms and respective purchase prices set forth in the Offering Member Notice. In addition, each Applicable ROFR Rightsholder shall include in its Member ROFR Exercise Notice the number of remaining Applicable Offered Units that it wishes to purchase if any other Applicable ROFR Rightsholders do not exercise their rights provided hereunder to purchase their entire Applicable Pro Rata Portions of the remaining Applicable Offered Units. Any Member ROFR Exercise Notice shall be deemed binding upon delivery and irrevocable by the Applicable ROFR Rightsholder. (v) The failure of the Company or any Applicable ROFR Rightsholder to be revived and deliver a Company ROFR Exercise Notice or Member ROFR Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFR Rightsholder Option Period, respectively, shall constitute a waiver of their respective rights of first refusal under this Section 10.03 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 Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Company and each Applicable ROFR Rightholder shall have until the end right to purchase the Applicable Offered Units in the following order of priority: first, the Company shall have the right to purchase all or any portion of the Offered Units in accordance with the procedures set forth in Section 10.03(d)(iii), and thereafter, the Applicable ROFR Rightholders shall have the right to purchase the Applicable Offered Units, in accordance with the procedures set forth in Section 10.03(d)(iv), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholders may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.03(d), no less than all of the Offered Units will be purchased by the Company and/or the Applicable ROFR Rightholders. (ii) For the avoidance of doubt, in the event of a proposed Transfer of both Preferred Units and Common Units (and/or applicable Unit Equivalents), the Offering Member may deliver a single Offering Member Notice Period to accept the Company and all Members holding any Preferred Units or Common Units (and/or applicable Unit Equivalents). Upon their receipt of the Offering Member Notice: first, the Company shall have the right to elect to purchase all or any portion of the Offered Preferred Units, the Offered Common Units, or both; and thereafter, any Member holding only Preferred Units shall have the right to purchase the Offered Preferred Units, any Member holding only Common Units shall have the right to purchase the Offered Common Units, and any Member holding both Preferred Units and Common Units shall have the right to elect to purchase both or either the Offered Preferred Units or the Offered Common Units without purchasing any Units of the other class or series; provided, in all cases, that the Company’s offer and Applicable ROFR Rightholders’ rights to purchase any Offered Preferred Units or any Offered Common Units will only be exercisable if, after giving effect to all (but not elections made under this Section 10.03(d), the Company and/or the Applicable ROFR Rightholders shall have elected to purchase no less than allall the Offered Preferred Units and all the Offered Common Units. (iii) of its pro rata share The initial right of the New Equity Securities, based on the number of Forward Purchase Shares the Purchaser has agreed Company to purchase hereunder out any Offered Units shall be exercisable with the delivery 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 the “Company ROFR Exercise Notice”) by the Company to the Offering Member and the Applicable ROFR Rightholders within ten (10) Business Days/days of receipt of the Offering Member Notice (the “Company Option Period”), stating that it accepts the Company’s offer number (including where such number is zero) and type of Offered Units the Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice. Any The Company ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the PurchaserCompany. (iiiv) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser Company shall be deemed have indicated an intent to have waived purchase any less than all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. ThereafterOffered Preferred Units and/or all of Offered Common Units, the Company shall, within five (5) Business Days after the expiration of the Applicable ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they Rightholders shall have the right to increase purchase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities remaining Applicable Offered Units not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer selected by the Company. The For a period of fifteen (15) Business Days following the receipt of a Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 ROFR 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 Purchaser’s pro rata portion of the New Equity Securities within Offered Units (such period, the “ROFR Rightholder Option Period”), each Applicable ROFR Rightholder shall have the right to elect irrevocably to purchase all or none of its Preferred Pro Rata Portion of the remaining Applicable Offered Preferred Units and/or all or none of its Common Pro Rata Portion of the remaining Applicable Offered Common Units by delivering a written notice to the Company and the Offering Member (a “Member ROFR Exercise Notice”) specifying its desire to purchase its Preferred Pro Rata Portion of the remaining Applicable Offered Preferred Units and/or its Common Pro Rata Portion of the remaining Applicable Offered Common Units, on the terms and respective purchase prices set forth in the Offering Member Notice. In addition, each Applicable ROFR Rightholder shall include in its Member ROFR Exercise Notice the number of remaining Applicable Offered Units that it wishes to purchase if any other Applicable ROFR Rightholders do not exercise their rights provided hereunder to purchase their entire Applicable Pro Rata Portions of the remaining Applicable Offered Units. Any Member ROFR Exercise Notice shall be deemed binding upon delivery and irrevocable by the Applicable ROFR Rightholder. (v) The failure of the Company or any Applicable ROFR Rightholder to be revived and deliver a Company ROFR Exercise Notice or Member ROFR Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFR Rightholder Option Period, respectively, shall constitute a waiver of their respective rights of first refusal under this Section 10.03 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 Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. This Right of First Refusal shall ---------------------------------- be subject to the following terms and conditions: (ia) Upon receipt of the Offering Notice, the Purchaser Landlord shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share of the New Equity 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 provide Tenant with a written notice (the "Notice") at such time as Landlord submits a “ROFR Notice”lease proposal to a third party (other than the existing Tenant) to lease all or any portion of the Company RFR Space, which Notice shall set forth the fact that a lease proposal covering all or some portion of the RFR Space has been submitted to a third party and stating the rentable square foot area and location of the RFR Space subject to such proposal and the date on which lease of the applicable RFR Space is to commence. (b) Tenant shall have forty-eight (48) hours (the "Response Period") from receipt of such Notice within which to elect to take all of the RFR Space being offered to the third party, which election shall be in writing and received by Landlord within said Response Period. (c) Tenant shall pay to Landlord the first month's Rent and additional Security Deposit for such RFR Space on or before the date Landlord makes the RFR Space available for Tenant's occupancy at the then negotiated rental rate. (d) Failure of Tenant to elect to take all of the RFR Space being offered to a third party within the Response Period in the manner set forth above shall be conclusively deemed a waiver of Tenant's Right of First Refusal with respect to that it accepts portion of the Company’s offer RFR Space for lease to purchase such New Equity Securities said third party or on the terms specified and conditions set forth in the Offering Notice. Any ROFR Notice so delivered However, Tenant's Right of First Refusal hereunder shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed apply to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as any future lease proposal with respect to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities RFR Space to any third party or upon terms different than those stated in the Notice. (including any other Forward Contract Parties who accepted such second offere) without any further obligation to Tenant is not in default under this Lease and is in occupancy of the Purchaser pursuant to this Section 4 within the ninety Premises (90) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafteri) on terms the date Tenant elects in writing to exercise this Right of First Refusal, and conditions not more favorable to (ii) on the third party than those set forth in any Offering Notice. If date Tenant occupies the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 4RFR Space.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser Company and each Applicable ROFR Rightholder shall have until the end right to purchase the Offered Units in the following order of priority: first, the ROFR Notice Period to accept Company shall have the Company’s offer right to purchase all (but or any portion of the Offered Units in accordance with the procedures set forth in Section 10.03(d)(iii), and thereafter, the Applicable ROFR Rightholder shall have the right to purchase the Offered Units, in accordance with the procedures set forth in Section 10.03(d)(iv), to the extent the Company does not exercise its right in full. Notwithstanding the foregoing, the Company and the Applicable ROFR Rightholder may only exercise their right to purchase the Offered Units if, after giving effect to all elections made under this Section 10.03(d), no less than all) of its pro rata share all of the New Equity SecuritiesOffered Units will be purchased by the Company and/or the Applicable ROFR Rightholder. (ii) For the avoidance of doubt, based on in the number event of Forward Purchase Shares a proposed Transfer of Common Units, the Purchaser has agreed Offering Member may deliver a single Offering Member Notice to the Company and the Applicable ROFR Rightholder. Upon their receipt of the Offering Member Notice: first, the Company shall have the right to elect to purchase hereunder out all or any portion of the total number Offered Units; and thereafter, the ROFR Rightholder shall have the right to purchase all or any of Class A Shares the remaining Offered Units; provided, in all cases, that the Purchaser Company's and other Forward Contract Parties have agreed Applicable ROFR Rightholder’s rights to purchase at any Offered Units will only be exercisable if, after giving effect to all elections made under this Section 10.03(d), the FPS Closing, by delivering Company and/or the Applicable ROFR Rightholder shall have elected to purchase no less than all the Offered Units. (iii) The initial right of the Company to purchase any Offered Units shall be exercisable with the delivery of a written notice (a “the "Company ROFR Exercise Notice”") by the Company to the Offering Member and the Applicable ROFR Rightholder within ten (10) Business Days of receipt of the Offering Member Notice (the "Company Option Period"), stating that it accepts the Company’s offer number (including where such number is zero) and type of Offered Units the Company elects irrevocably to purchase such New Equity Securities on the terms specified and respective purchase prices set forth in the Offering Member Notice. Any The Company ROFR Exercise Notice so delivered shall be binding upon delivery and irrevocable by the PurchaserCompany. (iiiv) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser Company shall be deemed have indicated an intent to have waived purchase any less than all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. ThereafterOffered Units, the Company shall, within five (5) Business Days after the expiration of the Applicable ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they Rightholder shall have the right to increase purchase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities remaining Offered Units not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer selected by the Company. The For a period of fifteen (15) Business Days following the receipt of a Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) without any further obligation to the Purchaser pursuant to this Section 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 ROFR 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 Purchaser’s pro rata portion of the New Equity Securities within Offered Units (such period, the rights provided hereunder "ROFR Rightholder Option Period"), the Applicable ROFR Rightholder shall have the right to elect irrevocably to purchase all or none of the remaining Offered Units by delivering a written notice to the Company and the Offering Member (a "Member ROFR Exercise Notice") specifying its desire to purchase any or all of the remaining Offered Units, on the terms and respective purchase prices set forth in the Offering Member Notice. Any Member ROFR Exercise Notice shall be deemed binding upon delivery and irrevocable by the Applicable ROFR Rightholder. (v) The failure of the Company or any Applicable ROFR Rightholder to be revived and deliver a Company ROFR Exercise Notice or Member ROFR Exercise Notice, respectively, by the New Equity Securities end of the Company Option Period or ROFR Rightholder Option Period, respectively, shall constitute a waiver of their respective rights of first refusal under this Section 10.03 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 Purchaser in accordance with this Section 4future Transfers.

Exercise of Right of First Refusal. (i) Upon receipt of the Offering Member Notice, the Purchaser each ROFR Rightholder shall have until ten (10) days (the end of the “ROFR Notice Period Period”) to accept the Company’s offer elect to purchase all (but not less than all) of its pro rata share of the New Equity 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, Offered Interests by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that it accepts the Company’s offer elects to purchase such New Equity Securities Offered Interests on the terms specified in the Offering Member Notice. Any ROFR Offer Notice so delivered shall be binding upon delivery and irrevocable by the Purchaserapplicable ROFR Rightholder. If more than one ROFR Rightholder delivers a ROFR Offer Notice, each such ROFR Rightholder (the “Purchasing Member”) shall be allocated its Pro Rata Portion of the Offered Interests, unless otherwise agreed by such Purchasing Members. (ii) If the Purchaser Each ROFR Rightholder that does not deliver a ROFR Offer Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such partyROFR Rightholder’s rights to purchase New Equity Securities in such second offer by the Company. The Company Offered Interests under this Section 8.02, and the Offering Member shall thereafter thereafter, subject to the rights of any Purchasing Member, be free to sell or enter into an agreement Transfer the Offered Interests to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) Independent Third Party specified in the Offer Notice without any further obligation to the Purchaser such ROFR Rightholder pursuant to this Section 4 within the ninety 8.02. (90iii) 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 Purchaser’s pro rata portion The closing of the New Equity Securities within such period, purchase of the rights provided hereunder Offered Interests by a Purchasing Member shall be deemed to be revived and completed no later than thirty (30) days after the New Equity Securities shall not be offered to any third party unless first re-offered to date of the Purchaser ROFR Offer Notice in accordance with this Section 4the terms of the Offering Member Notice, unless otherwise mutually agreed in writing between the Purchasing Member and the Offering Member.

Exercise of Right of First Refusal. (i) Upon receipt of the ROFR Offering Shareholder Notice, the Purchaser each Shareholder shall have until the end of the ROFR Notice Period 10 Business Days to accept the Company’s offer elect to purchase all (but not less than all) of its pro rata share Pro Rata Portion of the New Equity Securities, based on the number of Forward Purchase ROFR Offered 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 “ROFR Election Notice”) to the ROFR Offering Shareholder and the Company stating that it accepts the Company’s offer elects to purchase such New Equity Securities ROFR Offered Shares on the terms specified in the ROFO Offering Shareholder Notice. Any ROFR Election Notice so delivered shall be binding upon delivery and irrevocable by the Purchaserapplicable Shareholder. If one or more Shareholders fail to deliver’ a ROFR Election Notice (the “Non-Electing Shareholders”) and therefore do not offer to purchase their Pro Rata Portion of the ROFR Offered Shares (the “Remaining ROFR Shares”), the remaining Shareholders shall have the opportunity to elect to purchase their Pro Rata Portion of the Remaining ROFR Offered Shares by delivering a second written notice (a “Second ROFR Election Notice”) to the ROFR Offering Shareholder and the Company stating that it elects to purchase such Remaining ROFR Offered Shares on the terms specified in the ROFR Offering Shareholder Notice. Any Second ROFR Election Notice so delivered shall be binding upon delivery and irrevocable by the applicable Shareholder. (ii) If the Purchaser Each Shareholder that does not deliver a ROFR Election Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such partyStockholder’s rights to purchase New Equity Securities in such second offer by the Company. The Company ROFR Offered Shares under this Section 5.1, and the ROFR Offering Stockholder shall thereafter thereafter, subject to the rights of any ROFR Purchasing Stockholder, be free to sell or enter into an agreement the ROFR Offered Shares to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) Independent Third Party specified in the ROFR Offer Notice without any further obligation to the Purchaser such Shareholder pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 45.1.

Exercise of Right of First Refusal. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Significant Holder and Xxxxxx Securities written notice (iwhich may be via electronic mail or other electronic means of transmission) Upon receipt of such intention, describing the Offering Noticetype of New Securities, the Purchaser shall have until the end of the ROFR Notice Period to accept the Company’s offer to purchase all (but not less than all) of its pro rata share price of the New Equity 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 “ROFR Notice”) to general terms upon which the Company stating that it accepts the Company’s offer proposes to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFR Notice so delivered shall be binding upon delivery and irrevocable by the Purchaser. (ii) If the Purchaser does not deliver a ROFR Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase issue the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafterand, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Periodfor Significant Holders, such Forward Contract Party shall be deemed to have waived all of such party’s rights to purchase New Equity Securities in such second offer by the Company. The Company shall thereafter be free to sell or enter into an agreement to sell the PurchaserSignificant Holder’s pro rata portion of such New Equity Securities (the “Company Notice”). Each Significant Holder shall have ten (10) calendar days after the date the Company Notice is delivered to such Significant Holder (the “Significant Holder Exercise Period”) to exercise its right of first refusal by delivering written notice thereof to the Company (which may be via email or other electronic means, at the discretion of the Company) (the “Significant Holder Notice”). The Significant Holder Notice shall set forth the quantity of New Securities to any third party be purchased by such Significant Holder (including any other Forward Contract Parties who accepted which shall not exceed such second offer) without any further obligation to the Purchaser pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the PurchaserSignificant Holder’s pro rata portion of the New Equity Securities within such periodset forth in the Company Notice). At the expiration of the Significant Holder Exercise Period, the Company shall promptly notify Xxxxxx Securities of any Significant Holder’s failure to elect to purchase all such Significant Holder’s pro rata portion of such New Securities (the “Xxxxxx Securities Notice”). Xxxxxx Securities shall have ten (10) calendar days after the date the Xxxxxx Securities Notice is delivered to Xxxxxx Securities (the “Xxxxxx Securities Exercise Period”) to elect to purchase all or any portion of the New Securities for which the Significant Holders were entitled to subscribe but that were not subscribed for by the Significant Holders. Xxxxxx Securities shall exercise this purchase right by delivering written notice thereof to the Company (which may be via email or other electronic means, at the discretion of the Company) during the Xxxxxx Securities Exercise Period. Such notice shall set forth the quantity of New Securities to be purchased by Xxxxxx Securities. Xxxxxx Securities’ rights provided hereunder under this Section 2 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 Purchaser freely assignable by Xxxxxx Securities, in accordance with this Section 4whole or in part.

Exercise of Right of First Refusal. (i) Upon receipt of the ROFR Offering Shareholder Notice, the Purchaser each Shareholder shall have until the end of the ROFR Notice Period 10 Business Days to accept the Company’s offer elect to purchase all (but not less than all) of its pro rata share Pro Rata Portion of the New Equity Securities, based on the number of Forward Purchase ROFR Offered 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 “ROFR Election Notice”) to the ROFR Offering Shareholder and the Company stating that it accepts the Company’s offer elects to purchase such New Equity Securities ROFR Offered Shares on the terms specified in the ROFO Offering Shareholder Notice. Any ROFR Election Notice so delivered shall be binding upon delivery and irrevocable by the Purchaserapplicable Shareholder. If one or more Shareholders fail to deliver a ROFR Election Notice (the “Non-Electing Shareholders”) and therefore do not offer to purchase their Pro Rata Portion of the ROFR Offered Shares (the “Remaining ROFR Shares”), the remaining Shareholders shall have the opportunity to elect to purchase their Pro Rata Portion of the Remaining ROFR Offered Shares by delivering a second written notice (a “Second ROFR Election Notice”) to the ROFR Offering Shareholder and the Company stating that it elects to purchase such Remaining ROFR Offered Shares on the terms specified in the ROFR Offering Shareholder Notice. Any Second ROFR Election Notice so delivered shall be binding upon delivery and irrevocable by the applicable Shareholder. (ii) If the Purchaser Each Shareholder that does not deliver a ROFR Election Notice during the ROFR Notice Period, the Purchaser shall be deemed to have waived all of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section 4. Thereafter, the Company shall, within five (5) Business Days after the expiration of the ROFR Notice Period, give an Offering Notice to all other Forward Contract Parties who have delivered a ROFR Notice to the Company during the ROFR Notice Period accepting the Company’s initial offer to purchase the New Equity Securities, informing them that they have the right to increase the number of New Equity Securities that they have accepted pursuant to the initial ROFR Notice. Each such Forward Contract Party 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 ROFR Notice”) to the Company prior to the expiration of the Subsequent Offering Period, as to such Forward Contract Party’s pro rata share of the Purchaser’s portion of the New Equity Securities not accepted pursuant to the initial Offering Notice to the Purchaser. (iii) If any Forward Contract Party does not deliver the Subsequent Offer Notice to the Company prior to the expiration of the Subsequent Offering Period, such Forward Contract Party shall be deemed to have waived all of such partyStockholder’s rights to purchase New Equity Securities in such second offer by the Company. The Company ROFR Offered Shares under this Section 5.1, and the ROFR Offering Stockholder shall thereafter thereafter, subject to the rights of any ROFR Purchasing Stockholder, be free to sell or enter into an agreement the ROFR Offered Shares to sell the Purchaser’s pro rata portion of such New Equity Securities to any third party (including any other Forward Contract Parties who accepted such second offer) Independent Third Party specified in the ROFR Offer Notice without any further obligation to the Purchaser such Shareholder pursuant to this Section 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 Offering Notice. If the Company does not sell or enter into an agreement to sell the 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 Purchaser in accordance with this Section 45.1.