Common use of Exercise of Right Clause in Contracts

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase If at any or all of the 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 Owner time prior to the expiration or earlier termination of the twenty Term, Landlord anticipates that either of the two retail stores which face Avenue of the Americas and are located at 1270 Avenue of the Americas, substantially as shown on Exhibits A-5 and A-6 (20all or any portion of such space, “Offer Space”), shall become available for leasing, Landlord shall deliver notice thereof to Tenant (the “Offer Notice”) day exercise periodsetting forth (a) a description (including the location and configuration) of the Offer Space in question, (b) the square footage of the Offer Space in question and (c) Landlord’s determination of (i) fair market rental value for the Offer Space (which may include periodic increases in rent over the term of the Lease and which shall take into account percentage rent equal to the Percentage Rent payable with respect to the Offer Space) based upon a term expiring on the Expiration Date (“Landlord’s Determination”), and (ii) a description of the services, if any, to be provided to the Offer Space and other material business terms upon which Landlord is willing to lease the Offer Space, and the date upon which Landlord anticipates that Landlord will be able to deliver possession of the Offer Space to Tenant. If Provided that all of the Exercise Notice pertains conditions precedent set forth in this Article 37 are fully satisfied by Tenant, Tenant shall have the option (the “Offer Option”), exercisable by Tenant delivering written notice to all Landlord (the Target Shares specified in “Acceptance Notice”) within thirty (30) days (the Disposition “Acceptance Period”) of the giving by Landlord of the Offer Notice, then to lease the Company (or its assignees) shall effect Offer Space upon the repurchase of such Target Sharesterms and conditions set forth in this Article 37, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased this Lease shall thereupon be canceled and cease to modified as provided in Section 37.4. Time shall be issued and outstanding shares of the Company's common stockessence as to Tenant’s giving of any Acceptance Notice. HoweverThe Offer Option may be exercised only with respect to all of the Offer Space which is the subject of an Offer Notice. If Tenant fails to timely give an Acceptance Notice with respect to such Offer Space, should Landlord shall be free to lease such Offer Space to any third party or to otherwise dispose of such Offer Space and Tenant shall be deemed to have waived the purchase price specified Offer Option with respect to the applicable Offer Space and shall have no further right with respect thereto; provided that if Landlord fails to lease such space within 12 months after the expiration of such Acceptance Period and provided Landlord is not in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company active negotiations for such space (or its assigneesif such active negotiations terminate and are not reinstituted) shall have the right then Landlord will reoffer such Offer Space to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company (or its assignees) orTenant, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt of the Disposition Noticesuch Offer Space is then available for leasing, each shall select an appraiser of recognized standing subject to and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative ofin accordance with this Section 37.1.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to the Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time the Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article 7, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the later of (i) the tenth business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the LATER of (i) the tenth business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. A. The Company (or shall notify Optionee, in writing, of its assignee) shall, for a period exercise of twenty (20) days following receipt of the Disposition Notice, have the its right to repurchase any all or all a portion of the Target Shares Stock specified in Optionee’s notice of sale or other transfer. Such notice shall be signed by a member of the Board. B. The Company’s election to exercise its right to repurchase all or a portion of the Stock specified in Optionee’s notice shall be approved by a majority vote of the Board, or by written resolution of all members of the Board entitled to participate in such action, provided that the Board may authorize a standing order electing to repurchase all shares tendered during a stipulated time period. In no event shall Optionee participate in the Company’s election to exercise its right to repurchase Optionee’s Stock in an individually authorized transaction if he is a member of the Board. C. As promptly as practicable after the Company’s exercise of its right to repurchase all or a portion of the Stock 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition NoticeOptionee’s notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to Optionee a lump-sum cash payment equal to the Company purchase price determined under Paragraph 4(k)(iii) below, and Optionee shall deliver the stock certificates representing the Target Shares to be repurchasedsuch Stock, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease transfer in blank, to be issued and outstanding shares the Company for cancellation. D. If the Board notifies Optionee, in writing, that the Company will not exercise its right to repurchase all or any portion of the Company's common stock. However, should the purchase price Stock specified in Optionee’s notice, or if the Disposition Notice be payable in property other than cash or evidences of indebtednessBoard fails to exercise the Company’s right to repurchase such Stock during the thirty-day period described above, the Company (or its assignees) Company’s right to repurchase such Stock will lapse and Optionee shall have the right to pay sell or transfer the purchase price Stock specified in Optionee’s notice for a period of sixty (60) days thereafter, subject to any restrictions imposed by applicable securities laws. If Optionee does not sell or transfer such stock within this sixty-day period, all of the form provisions of cash equal this Paragraph 4(k) shall again apply. E. If the Board notifies Optionee, in amount writing, that the Company will not exercise its right to repurchase all or any portion of the stock specified in Optionee’s notice, or if the Board fails to exercise the Company’s right to repurchase such stock during the thirty-day period described above, and all or any portion of such stock is subsequently sold or otherwise transferred, the restrictions contained in this Paragraph 4(k) shall not apply to the value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofstock so transferred.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the later of (i) the tenth business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assigneea) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business Within 15 calendar days after delivery of the Exercise Stockholder Offer Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. HoweverParticipating Holders and New Holders may elect to purchase, should at the purchase price and on the terms specified in the Disposition Notice Stockholder Offer Notice, up to its Pro Rata Proportion of the Stockholder Offered Shares. The Offering Stockholder shall promptly, in writing, inform each Participating Holder or New Holder that purchases all the shares available to it (each, a “Fully-Exercising Stockholder”) of any other Participating Holder’s or New Holder’s failure to do likewise. During the fifteen (15) day period commencing after receipt of such information, each Fully-Exercising Stockholder shall be payable entitled to purchase an additional number of Stockholder Offered Shares equal to (1) the proportion that the number of shares of Series E Preferred issued and held, or then issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully-Exercising Stockholder bears to the total number of shares of Series E Preferred then held by (assuming full conversion and exercise of all convertible or exercisable securities) all Fully-Exercising Stockholders multiplied by (2) the number of Stockholder Offered Shares which Participating Holders and New Holders were entitled to purchase but did not purchase. (b) The Offering Stockholder may, during the 45-day period following the expiration of the period provided in property Section 2.4(a), Transfer the remaining portion of the Stockholder Offered Shares not purchased by the other than cash Participating Holders and New Holders to any person or evidences of indebtednesspersons at a price not less than, and upon terms no more favorable to the Company (purchaser or its assignees) shall have the right to pay the purchase price transferee than, those specified in the form of cash equal in amount to the value Stockholder Offer Notice. The transferee of such propertyStockholder Offered Shares shall be required to comply with the provisions of Section 2.7. If the Owner and Offering Stockholder does not Transfer, or enter into an agreement for the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition NoticeTransfer of, the valuation Stockholder Offered Shares within such period, or if such agreement is not consummated within 45 days of its execution, the right provided hereunder shall be made by an appraiser of recognized standing selected by deemed to be revived and such Stockholder Offered Shares shall not be Transferred unless first reoffered to the Owner other Participating Holders 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 ofNew Holders in accordance with this Section 2.

Exercise of Right. The Company (or its assigneea) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business Within 15 calendar days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate Participating Holder and New Holder may elect to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled purchase, at the price and cease to be issued and outstanding shares of on the Company's common stock. However, should the purchase price terms specified in the Disposition Notice be payable in property other than cash or evidences Notice, up to that portion of indebtedness, the Company Offered Shares which equals the proportion that the number of shares of Series E Preferred issued and held, or then issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Participating Holder or New Holder bears to the total number of shares of Series E Preferred then outstanding (assuming full conversion and exercise of all convertible or its assigneesexercisable securities). The proportion so computed is referred to herein as the “Pro Rata Proportion.” The Company shall promptly, in writing, inform each Participating Holder and New Holder that purchases all the shares available to it (each, a “Fully-Exercising Investor”) of any other Participating Holder’s or New Holder’s failure to do likewise. During the fifteen (15) day period commencing after receipt of such information, each Fully-Exercising Investor shall have be entitled to purchase an additional number of Company Offered Shares equal to such Fully-Exercising Investor’s Pro Rata Proportion multiplied by the right number of Company Offered Shares which Participating Holders and New Holders were entitled to pay purchase but did not purchase. (b) The Company may, during the purchase 45-day period following the expiration of the period provided in Section 1.2(a), offer the remaining portion of the Company Offered Shares not purchased by the Participating Holders and New Holders to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the form of cash equal in amount to the value of such propertyNotice. If the Owner and Company does not enter into an agreement for the sale of the Company (Offered Shares within such period, or if such agreement is not consummated within 45 days of its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Noticeexecution, the valuation right provided hereunder shall be made by an appraiser of recognized standing selected by deemed to be revived and such Company Offered Shares shall not be offered unless first reoffered to the Owner Participating Holders 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 ofNew Holders in accordance herewith.

Exercise of Right. A. The Company (or its assignee) shallshall notify Optionee, for a period of twenty (20) days following receipt in writing, of the Disposition Notice, have the Company’s exercise of its right to repurchase any all or all a portion of the Target Shares Stock specified in Optionee’s notice of sale or other transfer. Such notice shall be signed by a member of the Board. B. The Company’s election to exercise its right to repurchase all or a portion of the Stock specified in Optionee’s notice shall be approved by a majority vote of the Board, or by written resolution of all members of the Board entitled to participate in such action, provided that the Board may authorize a standing order electing to repurchase all shares tendered during a stipulated time period. In no event shall Optionee participate in the Company’s election to exercise its right to repurchase Optionee’s Stock in an individually authorized transaction if he is a member of the Board. C. As promptly as practicable after the Company’s exercise of its right to repurchase all or a portion of the Stock 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition NoticeOptionee’s notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to Optionee a lump-sum cash payment equal to the Company purchase price determined under Paragraph 4(k)(iii) below, and Optionee shall deliver the stock certificates representing the Target Shares to be repurchasedsuch Stock, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease transfer in blank, to be issued and outstanding shares the Company for cancellation. D. If the Board notifies Optionee, in writing, that the Company will not exercise its right to repurchase all or any portion of the Company's common stock. However, should the purchase price Stock specified in Optionee’s notice, or if the Disposition Notice be payable in property other than cash or evidences of indebtednessBoard fails to exercise the Company’s right to repurchase such Stock during the thirty-day period described above, the Company (or its assignees) Company’s right to repurchase such Stock will lapse and Optionee shall have the right to pay sell or transfer the purchase price Stock specified in Optionee’s notice for a period of sixty (60) days thereafter, subject to any restrictions imposed by applicable securities laws. If Optionee does not sell or transfer such Stock within this sixty-day period, all of the form provisions of cash equal this Paragraph 4(k) shall again apply. E. If the Board notifies Optionee, in amount writing, that the Company will not exercise its right to repurchase all or any portion of the Stock specified in Optionee’s notice, or if the Board fails to exercise the Company’s right to repurchase such Stock during the thirty-day period described above, and all or any portion of such Stock is subsequently sold or otherwise transferred, the restrictions contained in this Paragraph 4(k) shall not apply to the value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofStock so transferred.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein, subject to the immediately following paragraph. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner the Optionee prior to the expiration of the twenty twenty-five (20) day 25)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should 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 value of such property. If the Owner Optionee and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner Optionee 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 ofof such value. The cost of such appraisal shall be shared equally by the Optionee and the Company. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the fifth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing repre-senting the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the later of (i) the tenth business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. A. The Company (or shall notify Participant, in writing, of its assignee) shall, for a period exercise of twenty (20) days following receipt of the Disposition Notice, have the its right to repurchase any all or all a portion of the Target Shares specified in Participant’s notice of sale or other transfer. Such notice shall be signed by a member of the Board. B. The Company’s election to exercise its right to repurchase all or a portion of the Shares specified in Participant’s notice shall be approved by a majority vote of the Board, or by written resolution of all members of the Board entitled to participate in such action, provided that the Board may authorize a standing order electing to repurchase all shares of Company common stock tendered during a stipulated time period. In no event shall Participant participate in the Company’s election to exercise its right to repurchase Participant’s Stock in an individually authorized transaction if he is a member of the Board. C. As promptly as practicable after the Company’s exercise of its right to repurchase all or a portion of the Shares specified in the Disposition Notice upon substantially Participant’s notice, the same terms and conditions specified therein. Such right Company shall be exercisable by written notice (the "Exercise Notice") delivered deliver to Owner prior Participant a lump-sum cash payment equal to the expiration purchase price determined under Section 4(h)(iii) below, and Participant shall deliver the stock certificates representing such Shares, properly endorsed for transfer in blank, to the Company for cancellation. D. If the Board notifies Participant, in writing, that the Company will not exercise its right to repurchase all or any portion of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in Participant’s notice, or if the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver Board fails to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of exercise the Company's common stock. However, should ’s right to repurchase such Stock during the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtednessthirty-day period described above, the Company (or its assignees) Company’s right to repurchase such Shares will lapse and Participant shall have the right to pay sell or transfer the purchase price Shares specified in Participant’s notice for a period of sixty (60) days thereafter, subject to any restrictions imposed by applicable securities laws. If Participant does not sell or transfer such Shares within this sixty-day period, all of the form provisions of cash equal this Section 4(h) shall again apply. E. If the Board notifies Participant, in amount writing, that the Company will not exercise its right to repurchase all or any portion of the Shares specified in Participant’s notice, or if the Board fails to exercise the Company’s right to repurchase such Shares during the thirty-day period described above, and all or any portion of such Shares is subsequently sold or otherwise transferred, the restrictions contained in this Paragraph 4(h) shall not apply to the value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofShares so transferred.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Noticenotice of intended disposition under Paragraph 8(b)(ii), have the right to repurchase any or all all, but not less than all, of the Target Shares specified in the Disposition Notice notice of intended disposition upon substantially the same terms and conditions specified thereinin such notice. Such right shall be exercisable by written notice (given to the "Exercise Notice") delivered to Owner Optionee prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Noticenotice of intended disposition, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Noticethereafter, except as provided below; and at such time Owner the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled cancelled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, (A) should the purchase price specified in the Disposition Notice notice of intended disposition 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 value of such property, and (B) if there is no purchase price for the intended disposition, the Company (or its assignees) shall have the right to purchase any or all of the Target Shares for a purchase price in the form of cash equal in amount to the value of such Target Shares. If the Owner Optionee and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Noticenotice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Owner Optionee 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 Noticesuch 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 ofof such value. The closing shall then be held on the later of (A) the fifth business day following the Company's (or its assignees') exercise of its purchase rights hereunder or (B) the fifteenth (15th) day after such cash valuation shall have been made.

Exercise of Right. The In the event the Company intends to issue New Securities, it shall give each Purchaser written notice of such intention, describing the type of New Securities to be issued, the price thereof, and the general terms upon which the Company proposes to effect such issuance and whether or not the failure to participate in such transaction as provided herein would result in a Special Mandatory Conversion, as such term is defined in the Company's certificate of incorporation (or its assignee) shall, for a period of the "Sale Notice"). Each Purchaser shall have twenty (20) calendar days following receipt from the date of any Sale Notice to agree to purchase all or any part of its pro rata share of such New Securities and all or any part of the Disposition Noticepro rata share of any other Purchaser entitled to such rights (to the extent that such other Purchaser(s) do not elect to purchase their full pro rata share), have in each case for the right to repurchase any or all of price and upon the Target Shares specified in the Disposition Notice upon substantially the same general terms and conditions specified therein. Such right shall be exercisable in the Sale Notice by giving written notice to the Company stating the quantity of New Securities to be so purchased (the an "Exercise Notice") delivered to Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified ); provided, however, that in the Disposition Notice, then event that the Company (transaction described in a Sale Notice involves in whole or its assignees) shall effect in part the repurchase of such Target Shares, including payment of non-cash consideration, or the purchase price, not more than five (5) business days after delivery payment of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtednessconsideration over time, the Company (or its assignees) Purchasers shall have the right to elect, upon exercise of their rights set forth in this Section 2, to pay to the purchase Company in full consideration for the New Securities the market price of such securities which shall be the present cash value of the consideration described in the form Sale Notice as determined by the Board of cash equal Directors of the Company in amount to the value of such propertygood faith. If the Owner and Purchasers who elect to purchase their full pro rata share also elect to purchase in the aggregate more than 100% of the New Securities, such New Securities shall be sold to such Purchasers in accordance with their respective pro rata share. A failure to provide the Company (or its assignees) cannot agree on such cash value within ten (10) days after with written notice setting forth the Company's receipt quantity of the Disposition Notice, the valuation New Securities to be purchased by any Purchaser in accordance with this Section 2 shall be made deemed to be a waiver by an appraiser such Purchaser of recognized standing selected by the Owner and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt right to purchase any portion of the Disposition Notice, each shall select an appraiser its pro rata share of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative ofsuch New Securities.

Exercise of Right. The Company Macrovision (or its assigneeassignees) shall, for a period of twenty (20) days following receipt of the Disposition Noticenotice of intended disposition under Section 11(b) above, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice notice of intended disposition, at Macrovision's election either (i) for a cash purchase price of Eight Dollars and Fifty-Seven Cents ($8.57) per Share (which amount shall be appropriately adjusted if any event described in Section 8 occurs) or (ii) upon substantially the same terms and conditions specified thereinin such notice. Such right shall be exercisable by written notice (the "Exercise Notice") delivered given to Owner CAC prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Noticenotice of intended disposition, then the Company Macrovision (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Noticethereafter, except as provided below; and at such time Owner CAC shall deliver to the Company Macrovision the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. To the extent any of the Target Shares are at any time held in escrow under Section 7 above, the certificates for such shares shall automatically be released from escrow and surrendered to Macrovision for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the CompanyMacrovision's common stockCommon Stock. However, should the purchase price specified in the Disposition Notice notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company Macrovision (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner CAC and the Company Macrovision (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyMacrovision's receipt of the Disposition Noticenotice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Owner CAC and the Company Macrovision (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyMacrovision's receipt of the Disposition Noticesuch 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 ofof such value. The closing of Macrovision's purchase of stock under this Section 11 shall be held on the LATER of (i) the fifth business day following Macrovision's (or its assignees') exercise of its repurchase rights hereunder or (ii) if a valuation of any property is required, the fifteenth day after such valuation is made.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period ----------------- of twenty sixty (2060) days following receipt of the Disposition Notice, have the right to repurchase any all or all a portion of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. A. The Company (or shall notify Participant, in writing, of its assignee) shall, for a period exercise of twenty (20) days following receipt of the Disposition Notice, have the its right to repurchase any all or all a portion of the Target Shares Stock specified in Participant’s notice of sale or other transfer. Such notice shall be signed by a member of the Board. B. The Company’s election to exercise its right to repurchase all or a portion of the Stock specified in Participant’s notice shall be approved by a majority vote of the Board, or by written resolution of all members of the Board entitled to participate in such action, provided that the Board may authorize a standing order electing to repurchase all shares tendered during a stipulated time period. In no event shall Participant participate in the Company’s election to exercise its right to repurchase Participant’s Stock in an individually authorized transaction if he is a member of the Board. C. As promptly as practicable after the Company’s exercise of its right to repurchase all or a portion of the Stock 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition NoticeParticipant’s notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to Participant a lump-sum cash payment equal to the Company purchase price determined under Paragraph 4(k)(iii) below, and Participant shall deliver the stock certificates representing the Target Shares to be repurchasedsuch Stock, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease transfer in blank, to be issued and outstanding shares the Company for cancellation. D. If the Board notifies Participant, in writing, that the Company will not exercise its right to repurchase all or any portion of the Company's common stock. However, should the purchase price Stock specified in Participant’s notice, or if the Disposition Notice be payable in property other than cash or evidences of indebtednessBoard fails to exercise the Company’s right to repurchase such Stock during the thirty-day period described above, the Company (or its assignees) Company’s right to repurchase such Stock will lapse and Participant shall have the right to pay sell or transfer the purchase price Stock specified in Participant’s notice for a period of sixty (60) days thereafter, subject to any restrictions imposed by applicable securities laws. If Participant does not sell or transfer such stock within this sixty-day period, all of the form provisions of cash equal this Paragraph 4(k) shall again apply. E. If the Board notifies Participant, in amount writing, that the Company will not exercise its right to repurchase all or any portion of the stock specified in Participant’s notice, or if the Board fails to exercise the Company’s right to repurchase such stock during the thirty-day period described above, and all or any portion of such stock is subsequently sold or otherwise transferred, the restrictions contained in this Paragraph 4(k) shall not apply to the value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofstock so transferred.

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect affect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's ’s receipt of the Disposition Noticenotice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company (or its assignees) or, or if they cannot agree on an appraiser within twenty (20) days after the Company's 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 ofof such value. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or 3 4 its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company PETPLANET (or its assigneeassignees) shall, for a period of twenty one (2021) days following receipt of the Disposition Notice, have the right to repurchase any or all of purchase the 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 Owner AGCO prior to the expiration of the twenty (20one--(21) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company PETPLANET (or its assignees) shall effect the repurchase purchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner AGCO shall deliver to the Company PETPLANET the certificates representing the Target Shares to be repurchasedpurchased, each certificate to be properly endorsed for transfer, if applicable. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company PETPLANET (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner AGCO and the Company PETPLANET (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyPETPLANET's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner AGCO and the Company PETPLANET (or its assignees) ), or, if they cannot agree on an appraiser within twenty one (2021) days after the CompanyPETPLANET'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 ofof such value. AGCO and PETPLANET shall share the cost of such appraisal equally. The closing shall then be held on the latter of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (a) the fifth business day following delivery of the Exercise Notice or (b) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article 7, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be paid entirely by the Corporation. The closing shall then be held on the later of (i) the tenth business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period ----------------- of twenty sixty (2060) days following receipt of the Disposition Notice, have the right to repurchase any all or all a portion of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (i) the fifth business day following delivery of the Exercise Notice of (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. The purchase rights evidenced by this Right shall be exercised by the holder hereof ("Holder") surrendering this Right, with the form of subscription at the end hereof duly executed by such Holder, to the Company at its office in New York, New York (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall such other office as may be exercisable designated by written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Sharesfrom time to time), including accompanied by payment of the purchase pricePurchase Price (as provided below). This Right may be exercised for less than the full number of Common Shares at the time called for hereby, in which case the number of shares receivable upon the exercise of this Right as a whole, and the sum payable upon the exercise of this Right as a whole, shall be proportionately reduced. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder hereof a new Right or Rights of like tenor calling for the number of Common Shares as to which rights have not more than five (5) business days after delivery been exercised, such Right or Rights to be issued in the name of the Exercise NoticeHolder hereof or his nominee. The Purchase Price may be paid, at the election of the Holder of this Right: (i) in cash (by readily available funds wire transfer) or by certified or bank cashier's check; and at (ii) through the delivery to the Company of other securities, including other Rights in addition to those then being exercised, to be credited in full against the Purchase Price in an amount equal to the Current Market Value thereof, as determined in accordance with Paragraph 3 hereof; (iii) if exercised in connection with any registered public offering of the Company's Common Shares, by payment arrangements calling for the delivery to the Company from proceeds of the sale of the Common Shares to be sold by the Holder in such time Owner public offering of an amount equal to the Purchase Prices for the Common Shares for which this Right is then being exercised; or (iv) by any combination of the foregoing. The Board of Trustees shall respond promptly in writing to an inquiry by the Holder as to the fair market value of any securities the Holder may wish to deliver to the Company the certificates representing the Target Shares pursuant to be repurchased, each certificate to be properly endorsed for transferclause (ii) above. The Target Holder may elect to receive, without the payment by the Holder of any other Purchase Price or additional consideration, Common Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, 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 value of this Right or any portion hereof by the surrender of this Right (or such propertyportion of this Right being so exercised) together with the Net Issue Election Notice annexed hereto duly executed, at the office of the Company. If the Owner and Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable Common Shares as is computed using the following formula: X = Y (or its assigneesA-B) cannot agree on such cash value within ten (10) days after _______ A where X= the Company's receipt number of Common Shares to be issued to the Disposition Notice, Holder Y= the valuation number of Common Shares covered by this Right in respect of which the net issue election is made A= the Current Market Value of one Common Share as determined in accordance with Paragraph 3 hereof B= the Purchase Price in effect under this Right at the time the net issue election is made The Board of Trustees shall be made by respond promptly in writing to an appraiser of recognized standing selected inquiry by the Owner and Holder as to the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt Current Market Value 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 ofCommon Share.

Exercise of Right. The In the event the Company proposes to undertake an issuance or sale of New Securities, it will give each Purchaser written notice of its intention, describing the type of New Securities and the price and all material terms upon which the Company proposes to issue or sell the same, and provide to each Purchaser a copy of all offering materials to be used in connection with the offer and sale of such New Securities. Each Purchaser will have 20 days from the date such notice is given to give the Company written notice (a "Purchaser's Acceptance") of such Purchaser's election to purchase all or its assignee) shall, for a period of twenty (20) days following receipt any portion of the Disposition Notice, have Purchaser's Pro Rata Share of such New Securities for the right to repurchase any or all of price and upon the Target Shares terms specified in the Disposition Notice upon substantially notice, stating the same terms and conditions specified thereinquantity of New Securities to be purchased. Such right Any Purchaser who does not give such notice within such 20-day period shall be exercisable by written notice (deemed to have waived its priority subscription rights with respect to such New Securities, provided the "Exercise Notice") delivered to Owner prior to Company consummates the issuance thereof within 180 days after the expiration of the twenty (20) l0-day exercise period. If the Exercise Notice pertains to all the Target Shares specified period referenced in the Disposition Notice, then following sentence at a price equal to or higher than the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should the purchase price specified in the Disposition Notice be payable notice given to the Purchasers by the Company under this Section 6.4.2 and on the terms specified in property other the Company's notice or on terms no less advantageous to the Company. In the event that less than cash or evidences all Purchasers elect to Purchase their entire Pro Rata Share of indebtednessthe New Securities, the Company shall provide written notice to the Purchasers electing to purchase their entire Pro Rata Share (or its assigneesthe "Electing Purchasers") of the number of shares of New Securities which were offered to Purchasers and for which Purchaser Acceptances were not received (the "Remaining Securities"), and the Electing Purchasers shall have 10 days from the right date such notice is given to pay give the Company written notice (an "Additional Acceptance") of such Electing Purchaser's election to purchase all or any portion of the Remaining Securities for the price and upon the terms specified in the form notice, stating the quantity of cash equal the Remaining Securities to be purchased. In the event that the Electing Purchasers return Additional Acceptances for a number of shares of Remaining Securities in amount excess of the number of Remaining Securities, the Remaining Securities will be allocated among the Electing Purchaser pro rata according to their respective Pro Rata Shares, provided that no Electing Purchaser shall be required to purchase a number of shares of Remaining Securities in excess of the number set forth in such Electing Purchaser's Additional Acceptance. A Purchaser's Acceptance and Additional Acceptance shall each be deemed to be an irrevocable commitment to purchase from the Company the number of New Securities which such Purchaser has elected to purchase pursuant to such acceptance subject to the value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofallocation provisions hereof.

Exercise of Right. The Company (or its assigneea) shall, for a period of twenty (20) days following receipt It is the shared intention and desire of the Disposition Noticeparties to effect the River Transaction (as defined below) as promptly as possible. To this end, have as promptly as practicable after the date of this Agreement, the Company agrees to use its commercially reasonable best efforts to acquire the Shares (as defined in the Letter Agreement) (the “River Shares”), pursuant to the terms and conditions set forth in the Letter Agreement, including (i) notifying the Individual that the Company is exercising its right to repurchase any or purchase all of the Target River Shares specified in subject to the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall be exercisable by written transfer notice (the "Exercise “Transfer Notice"”) delivered to Owner prior by the Individual to the expiration Company pursuant to the Letter Agreement (the “River Offer”), (ii) negotiating and executing definitive documentation (the “Share Purchase Contract”) with respect to the purchase of the twenty River Shares (20and the Company and Parent shall use commercially reasonable best efforts to cause such Share Purchase Contract to contain such provisions with respect to the assignment of the Company’s rights thereunder as shall be necessary in order for the Company to satisfy its obligations under this Agreement) day exercise period. If within the Exercise Notice pertains to all the Target Shares specified period set forth in the Disposition NoticeLetter Agreement for closing such transaction (the “River Transaction”), then (iii) obtaining or making all necessary consents, approvals, authorizations or permits of, action by, or filing with or notification to, any Governmental Entity or any other Person, including labor councils, necessary or appropriate to close the River Transaction, (iv) closing the River Transaction as soon as reasonably practicable after the satisfaction of any regulatory and other conditions set forth in the definitive documents relating to the River Transaction (the “River Closing Date”), and (v) filing and defending any litigation or disputes related to the River Transaction or any actions taken by the Company in accordance with this Section 5.11; provided, however, the Company’s obligations under clauses (or its assigneesi) through (v) above shall be subject to there being at all times sufficient funds in the Escrow Account to satisfy such obligations; and provided further, that nothing in this Section 5.11(a) shall effect require the repurchase of such Target Shares, including payment Company to increase the purchase price set forth in the Transfer Notice or otherwise incur any financial liability in excess of the purchase price, not more than five price (5as may be increased from time to time) business days after delivery unless and until the amount of such increase or additional amounts are deposited into the Escrow Account and subject to drawdown by the Company pursuant to the terms of the Exercise Notice; Escrow Agreement. Parent and at such time Owner shall deliver to Acquisition Sub each will promptly provide any information reasonably requested by the Company, and will fully cooperate with the Company, in connection with taking of any of the required actions of the Company under this Section 5.11, including providing any information relating to Parent, Acquisition Sub or any of their directors, officers or affiliates required for any regulatory approvals or filings necessary in connection with the certificates representing consummation of the Target Shares to be repurchased, each certificate to be properly endorsed for transferRiver Transaction. The Target Shares so purchased shall thereupon be canceled Parent and cease to be issued and outstanding shares Acquisition Sub each recognize that the failure of the Company's common stock. However, should Company to enter into a Share Purchase Contract or close the purchase price specified in the Disposition Notice be payable in property other than cash or evidences River Transaction shall not constitute a breach of indebtedness, this Section 5.11 if the Company has complied with its obligations herein in all material respects. (or its assigneesb) To the extent permitted by applicable Legal Requirements (as advised by Company counsel), Parent shall have the right to direct (i) all negotiations and preparation of the Share Purchase Contract, (ii) the taking, or failure to take, any action necessary to close the River Transaction, and (iii) the filing or defense of any litigation or arbitration proceedings or resolutions of any disputes related to the exercise of the right of first refusal under the Letter Agreement or any other actions taken by the Company pursuant to Section 5.11(a). (c) Parent shall (i) within one business day after the date of this Agreement, enter into a mutually acceptable Escrow Agreement with a mutually acceptable escrow agent in the United States(the “Escrow Agent”) and the Company (the “Escrow Agreement”), and deposit the cash sum of $10,000,000 (the “Initial Escrow Deposit”) into the escrow account created pursuant to the Escrow Agreement (the “Escrow Account”), and (ii) within ten calendar days after the date of this Agreement (or, if earlier, the date the Company would be required to pay the purchase price of the River Shares), deposit a cash sum equal to the United States Dollar equivalent of €35,000,000 less the amount of the Initial Deposit (the “Balance Escrow Deposit” and, the sum of the Balance Escrow Deposit and the Initial Escrow Deposit, the “Escrow Deposit”) into the escrow account created pursuant the Escrow Agreement. The Company shall have the right to withdraw funds from the Escrow Account from time to time in its sole discretion to (A) pay the purchase price for the River Shares (including any increase in the form of cash equal in amount to the value of such property. If the Owner and the Company (purchase price or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made deposit authorized by an appraiser of recognized standing selected by the Owner 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 ofParent),

Exercise of Right. The Company Corporation (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in subject to the Disposition Notice upon substantially the same terms and conditions as those specified thereintherein or upon such other terms and conditions (not materially different from those specified in the Disposition Notice) to which Owner consents. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty twenty-five (2025) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition NoticeShares, then the Company Corporation (or its assignees) shall effect the repurchase of such Target Sharesshares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation's receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two (2) appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by Owner and the Corporation. The closing shall then be held on the later of: (i) the fifth business day following delivery of the Exercise Notice; or (ii) the fifth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty ----------------- forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the later of (i) the tenth business day following delivery ----- of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The closing shall then be held on the later of (i) the fifth business day following

Exercise of Right. The Company (or its assigneeassignees) shall, for a ----------------- period of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (a) the fifth business day following delivery of the Exercise Notice or (b) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt Each of the Disposition Notice, have the right to repurchase any or all holders of the Target Shares Preferred Stock (the "Holders") shall have 30 days from the date of the Offer Notice to agree to purchase such number of shares of Common Stock, Rights or Convertible Securities at the price and upon the terms specified in the Disposition Offer Notice by giving written notice to the Company, such price to be paid in full in cash or by check at the time of issuance of such securities to the Holders so that, after giving effect to the issuance to the Holders and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of Common Stock of all such Rights and Convertible Securities, each holder of Preferred Stock who exercises such right will continue to maintain its same proportionate ownership of Common Stock as of the date immediately preceding the New Issuance, treating each Holder, for the purpose of such computation, as the holder of the number of shares of Common Stock which would be issuable to it upon substantially conversion, exercise and exchange of all Rights and Convertible Securities held by it on the same terms date immediately preceding the New Issuance and conditions specified thereinassuming the like conversion, exercise and exchange of all such securities held by other persons. Such right The rights set forth in this Article 2 shall be exercisable exercised by the Holders, if at all, by written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should the purchase price specified in the Disposition Notice be payable in property other delivered not later than cash or evidences of indebtedness, the Company thirty (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (1030) days after the Company's receipt by the Holders of the Disposition NoticeOffer Notice in accordance with the terms and conditions stated therein, and such right shall expire at the valuation shall be made by an appraiser end of recognized standing selected the thirtieth day after the day of the receipt by the Owner and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt Holders of the Disposition Offer 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. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period ----------------- of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (a) the fifth business day following delivery of the Exercise Notice or (b) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the The Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The cost of such appraisal shall be paid equally by the Company and the Owner. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days -11- 26 after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the later of (i) the tenth business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty- ----------------- five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the later of (i) the tenth ----- business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofdays

Exercise of Right. The Company (or its assigneeassignees) shall, for a period ----------------- of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice (a) at a per share cash purchase price equal to Book Value (as defined below) and upon substantially the same other terms and conditions specified therein, in the case of a Disposition Notice given prior to (and not relating to) the closing of the IPO by a Common Holder other than Xxxx and (b) upon substantially the same terms and conditions specified therein, in the case of a Disposition Notice given by a Purchaser or Xxxx or, after (or relating to) the closing of the IPO, by a Common Holder other than Xxxx. Such right shall be exercisable by written notice (the "Exercise Notice") delivered to the Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assigneesassignee) shall effect the repurchase of such the Target Shares, including payment of the purchase priceprice therefor, not more than five (5) business days after delivery of the Exercise Notice; and at . At such time the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchasedpurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common capital stock. HoweverIn the case of a Disposition Notice given by a Purchaser or Xxxx, 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 standing, and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (i) the date five (5) business days following delivery of the Exercise Notice or (ii) the date fifteen (15) business days after such cash valuation shall have been made.

Exercise of Right. The Company Corporation (or its assigneeassignees) shall, for a period of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five thirty (530) business days after delivery of the Exercise Noticethereafter; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled cancelled and cease to be issued and outstanding shares of the CompanyCorporation's common stockCommon Stock. However, should the purchase price specified in the Disposition Notice notice of intended disposition be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. Notwithstanding any other provision hereof, the closing shall then be held on the later of (i) the 30th day following the Corporation's (or its assignees') exercise of its repurchase rights hereunder or (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein, subject to the immediately following paragraph. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner the Optionee prior to the expiration of the twenty twenty-five (20) day 25)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should 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 value of such property. If the Owner Optionee and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner Optionee 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 ofof such value. The cost of such appraisal shall be shared equally by the Optionee and the Company. The closing shall then be held on the LATER of (i) the fifth business day following delivery of the Exercise Notice or (ii) the fifth business day after such cash valuation shall have been made.

Exercise of Right. The Company Corporation (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty twenty-five (20) day 25)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the LATER of (i) the fifth business day following delivery of the Exercise Notice or (ii) the fifth business day after such cash valuation shall have been made.

Exercise of Right. The purchase rights evidenced by this Right shall be exercised by the holder hereof ("Holder") surrendering this Right, with the form of subscription at the end hereof duly executed by such Holder, to the Company at its office in New York, New York (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall such other office as may be exercisable designated by written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Sharesfrom time to time), including accompanied by payment of the purchase pricePurchase Price (as provided below). This Right may be exercised for less than the full number of Common Shares at the time called for hereby, in which case the number of shares receivable upon the exercise of this Right as a whole, and the sum payable upon the exercise of this Right as a whole, shall be proportionately reduced. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder hereof a new Right or Rights of like tenor calling for the number of Common Shares as to which rights have not more than five (5) business days after delivery been exercised, such Right or Rights to be issued in the name of the Exercise NoticeHolder hereof or his nominee. The Purchase Price may be paid, at the election of the Holder of this Right: (i) in cash (by readily available funds wire transfer) or by certified or bank cashier's check; and at (ii) through the delivery to the Company of other securities, including other Rights in addition to those then being exercised, to be credited in full against the Purchase Price in an amount equal to the Current Market Value thereof, as determined in accordance with Paragraph 3 hereof; (iii) if exercised in connection with any registered public offering of the Company's Common Shares, by payment arrangements calling for the delivery to the Company from proceeds of the sale of the Common Shares to be sold by the Holder in such time Owner public offering of an amount equal to the Purchase Prices for the Common Shares for which this Right is then being exercised; or (iv) by any combination of the foregoing. The Board of Trustees shall respond promptly in writing to an inquiry by the Holder as to the fair market value of any securities the Holder may wish to deliver to the Company the certificates representing the Target Shares pursuant to be repurchased, each certificate to be properly endorsed for transferclause (ii) above. The Target Holder may elect to receive, without the payment by the Holder of any other Purchase Price or additional consideration, Common Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, 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 value of this Right or any portion hereof by the surrender of this Right (or such propertyportion of this Right being so exercised) together with the Net Issue Election Notice annexed hereto duly executed, at the office of the Company. If the Owner and Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable Common Shares as is computed using the following formula: X = Y (or its assigneesA-B) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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------ A

Exercise of Right. (a) The Company (or its assigneeassignees) shall, for a period of twenty thirty ------ (2030) days following receipt of the Disposition Notice, have the right to -- repurchase any or all of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such ------ -- right is exercised with respect to all the Target Shares specified in the Disposition Notice, then (i) the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and (ii) ---- - at the time of such time repurchase, the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. If any of the Target Shares are at the time held in escrow under Article 7 below, the certificates for such shares shall automatically be --------- released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled cancelled and cease to be issued and outstanding shares of the Company's common stock. However, should Common Stock. (b) In the event that the purchase price specified in the Disposition Notice be is 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition --- -- Notice, the valuation shall be made by an appraiser of recognized standing mutually selected by the Owner and the Company (or its assignees) or); provided, -------- however, that if they the Owner and the Company 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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (i) the fifth (5/th) business day following delivery of the Exercise Notice or ----- ----- (ii) the fifteenth (15/th) day after such cash valuation shall have been made. --------- ------

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "“Exercise Notice"”) delivered to the Owner prior to the expiration of the twenty thirty (20) day 30)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article 7, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the Company's Corporation’s receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's Corporation’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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the later of (i) the tenth business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company Corporation (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty twenty-five (20) day 25)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing repre-senting the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the fifth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Noticenotice of intended disposition under Section 13(b) above, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice notice of intended disposition upon substantially the same terms and conditions specified thereinin such notice. Such right shall be exercisable by written notice (the "Exercise Notice") delivered given to Owner Purchaser prior to the expiration of the twenty twenty-five (2025) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Noticenotice of intended disposition, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Noticethereafter, except as provided below; and at such time Owner Purchaser shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. To the extent any of the Target Shares are at any time held in escrow under Section 8 above, the certificates for such shares shall automatically be released from escrow and surrendered to Company for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, should the purchase price specified in the Disposition Notice notice of intended disposition be payable (in whole or in part) in property other than cash or evidences of indebtedness, the Company (or its assignees) shall have the right to pay make a cash payment in an amount equal to the purchase price fair market value of such property other than cash or evidences of indebtedness, in lieu of making payment in the form of cash equal in amount to the value of such other property. If the Owner purchase price is payable (in whole or in part) in property other than cash or evidences of indebtedness and the Purchaser and Company (or its assignees) cannot agree on the fair market value of such cash value other property within ten (10) days after the Company's receipt of the Disposition Noticenotice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by the Owner Purchaser 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 Noticesuch 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 ofof such value. The closing of Company's purchase of stock under this Section 13 shall be held on the LATER of (i) the fifth business day following Company's (or its assignees') exercise of its repurchase rights hereunder or (ii) the fifteenth day after such cash valuation is made.

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's ’s receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's ’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 ofof such value. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such cash valuation shall have been made.

Exercise of Right. (a) The Company (or its assigneeassignees) shall, for a period of twenty thirty ------ (2030) days following receipt of the Disposition Notice, have the right to -- repurchase any or all of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such ------ -- right is exercised with respect to all the Target Shares specified in the Disposition Notice, then (i) the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and (ii) ---- - at the time of such time repurchase, the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. If any of the Target Shares are at the time held in escrow under Article 7 below, the certificates for such shares shall automatically be --------- released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled cancelled and cease to be issued and outstanding shares of the Company's common stock. However, should Common Stock. (b) In the event that the purchase price specified in the Disposition Notice be is 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition --- -- Notice, the valuation shall be made by an appraiser of recognized standing mutually selected by the Owner and the Company (or its assignees) or); provided, -------- however, that if they the Owner and the Company 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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (i) the fifth (5/th/) business day following delivery of the Exercise Notice or ----- ----- (ii) the fifteenth (15/th/) day after such cash valuation shall have been made. --------- ------

Exercise of Right. The Company (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein, subject to the immediately following paragraph. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner the Optionee prior to the expiration of the twenty twenty-five (20) day 25)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assigneesassignee) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner the Optionee shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should 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 value of such property. If the Owner Optionee and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner Optionee 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 ofof such value. The cost of such appraisal shall be shared equally by the Optionee and the Company. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice or (ii) the fifth business day after such cash valuation shall have been made.

Exercise of Right. The Company Corporation (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "“Exercise Notice"”) delivered to Owner prior to the expiration of the twenty twenty-five (20) day 25)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the Company's Corporation’s receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's Corporation’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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Corporation. The closing shall then be held on the LATER of (i) the fifth business day following delivery of the Exercise Notice or (ii) the fifth business day after such cash valuation shall have been made.

Exercise of Right. The purchase rights evidenced by this Right shall be exercised by the holder hereof ("Holder") surrendering this Right, with the form of subscription at the end hereof duly executed by such Holder, to the Company at its office in New York, New York (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall such other office as may be exercisable designated by written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such Target Sharesfrom time to time), including accompanied by payment of the purchase pricePurchase Price (as provided below). This Right may be exercised for less than the full number of Common Shares at the time called for hereby, in which case the number of shares receivable upon the exercise of this Right as a whole, and the sum payable upon the exercise of this Right as a whole, shall be proportionately reduced. Upon any such partial exercise, the Company at its expense will forthwith issue to the Holder hereof a new Right or Rights of like tenor calling for the number of Common Shares as to which rights have not more than five (5) business days after delivery been exercised, such Right or Rights to be issued in the name of the Exercise NoticeHolder hereof or his nominee. The Purchase Price may be paid, at the election of the Holder of this Right: (i) in cash (by readily available funds wire transfer) or by certified or bank cashier's check; and at (ii) through the delivery to the Company of other securities, including other Rights in addition to those then being exercised, to be credited in full against the Purchase Price in an amount equal to the Current Market Value thereof, as determined in accordance with Paragraph 3 hereof; (iii) if exercised in connection with any registered public offering of the Company's Common Shares, by payment arrangements calling for the delivery to the Company from proceeds of the sale of the Common Shares to be sold by the Holder in such time Owner public offering of an amount equal to the Purchase Prices for the Common Shares for which this Right is then being exercised; or (iv) by any combination of the foregoing. The Board of Trustees shall respond promptly in writing to an inquiry by the Holder as to the fair market value of any securities the Holder may wish to deliver to the Company the certificates representing the Target Shares pursuant to be repurchased, each certificate to be properly endorsed for transferclause (ii) above. The Target Holder may elect to receive, without the payment by the Holder of any other Purchase Price or additional consideration, Common Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, 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 value of this Right or any portion hereof by the surrender of this Right (or such propertyportion of this Right being so exercised) together with the Net Issue Election Notice annexed hereto duly executed, at the office of the Company. If the Owner and Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable Common Shares as is computed using the following formula: X = Y (or its assigneesA-B) cannot agree on such cash value within ten (10) days after ------- A where X= the Company's receipt number of Common Shares to be issued to the Disposition Notice, Holder Y= the valuation number of Common Shares covered by this Right in respect of which the net issue election is made A= the Current Market Value of one Common Share as determined in accordance with Paragraph 3 hereof B= the Purchase Price in effect under this Right at the time the net issue election is made The Board of Trustees shall be made by respond promptly in writing to an appraiser of recognized standing selected inquiry by the Owner and Holder as to the Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt Current Market Value 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 ofCommon Share.

Exercise of Right. The Company (or its assignee) Corporation shall, for a period of twenty forty-five (2045) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein or upon terms and conditions which do not materially vary from those specified therein. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty forty-five (20) day 45)-day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company Corporation (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five ten (510) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The To the extent any of the Target Shares so purchased are at the time held in escrow under Article VII, the certificates for such shares shall thereupon automatically be canceled released from escrow and cease delivered to be issued and outstanding shares of the Company's common stockCorporation for purchase. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation'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 ofof such value. The cost of such appraisal shall be paid entirely by the Corporation. The closing shall then be held on the LATER of (i) the tenth business day following delivery of the Exercise Notice or (ii) the tenth business day after such cash valuation shall have been made.

Exercise of Right. The Company (or its assignee) shall, for a period of twenty (20) days following receipt Upon the termination of the Disposition NoticeEmployee’s employment with the Company, at any time during the one hundred eighty (180) day period after the later of the effective date of such termination and the date that the Company receives notice of such termination (the “Repurchase Period”), the Company shall have the right option, but not the obligation, to repurchase all or any or all of the Target Shares specified in acquired by the Disposition Notice Employee upon substantially exercise of this option, from the same terms and conditions specified thereinEmployee, or the Employee’s legal representatives, successors, assigns or transferees, as the case may be (the “Repurchase Option”). Such right The Repurchase Option shall be exercisable exercised by the Company by giving the Employee, or the Employee’s legal representative, written notice (of its intention to exercise the "Exercise Notice") delivered to Owner prior to Repurchase Option and the effective date of such repurchase, which shall not be after the expiration of the twenty Repurchase Period (20) day exercise periodthe “Exercise Notice”). If a determination of Misconduct is made by the Exercise Notice pertains Board pursuant to all Article 18, regardless of whether the Target Shares specified in the Disposition NoticeEmployee was terminated for such Misconduct, then the price to be paid for the Shares by the Company (or its assignees) under the Repurchase Option shall effect be the repurchase of such Target Shares, including payment option price of the purchase priceShares paid by the Employee. If there is no determination of Misconduct, not more than five then such price shall be the greater of (5i) business days after delivery the option price of the Shares paid by the Employee and (ii) the fair market value of the Shares on the date of the Exercise Notice; and at , as determined by Paragraph 6(C) of the Plan. The applicable price shall be paid by the Company to the Employee, or the Employee’s legal representative, in four (4) equal semi-annual installments with the first such time Owner installment due six (6) months from the effective date of exercise of the Repurchase Option. The Company may, in exercising the Repurchase Option, designate one or more nominees to purchase the Shares either within or without the Company. No later than the effective date set forth in the Exercise Notice, the Employee, or the Employee’s legal representative, shall deliver to the Company the stock certificate or certificates representing the Target Shares to be being repurchased, each certificate duly endorsed and free and clear of any and all liens, charges and encumbrances. If Shares are not purchased under the Repurchase Option, the Employee and the Employee’s successor in interest, if any, will hold any such Shares in the Employee’s possession subject to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares all of the Company's common stock. However, should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences provisions 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofthis Agreement.

Exercise of Right. The Company Corporation (or its assigneeassignees) shall, for a period of twenty twenty-five (2025) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares specified in subject to the Disposition Notice upon substantially the same terms and conditions as those specified thereintherein or upon such other terms and conditions (not materially different from those specified in the Disposition Notice) to which Owner consents. Such right shall be exercisable by delivery of written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty twenty-five (2025) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition NoticeShares, then the Company Corporation (or its assignees) shall effect the repurchase of such Target Sharesshares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and , at such which time Owner shall deliver to the Company Corporation the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company Corporation (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner and the Company Corporation (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyCorporation's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company Corporation (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the CompanyCorporation's receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two (2) appraisers shall designate a third appraiser of recognized standing, whose appraisal shall determine such value. The cost of such appraisal shall be determinative ofshared equally by Owner and the Corporation. The closing shall then be held on the later of (a) the fifth business day following delivery of the Exercise Notice and (b) the fifth business day after such cash valuation shall have been made.

Exercise of Right. Prior to Purchaser effecting any direct or indirect, sale, transfer, pledge, contract to sell, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant to purchase, transfer the economic risk of ownership of, or otherwise dispose of, Shares representing 33% or more of the total shares of Common Stock of the Company originally held by Purchaser immediately after the Closing, on an as-converted to Common Stock basis (a "TRANSFER"), the Company shall have a first refusal right to purchase such Shares on the following terms and conditions: (a) Purchaser shall give prior notice (the "TRANSFER NOTICE") to the Company in writing of such intention, specifying the name of the proposed purchaser or transferee, the number of Shares proposed to be the subject of such Transfer, the proposed price therefor and the other material terms upon which such disposition is proposed to be made. (b) The Company (or its assignee) shall, for a period of twenty (20) days following receipt of the Disposition Notice, shall have the right to repurchase any or all of the Target Shares specified in the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall be right, exercisable by written notice (the "Exercise Notice") delivered to Owner prior to the expiration of the twenty (20) day exercise period. If the Exercise Notice pertains to all the Target Shares specified in the Disposition Notice, then given by the Company (or its assignees) shall effect the repurchase of such Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value Purchaser within ten (10) business days after receipt of such Transfer Notice (the "RESPONSE NOTICE"), to purchase all or any portion of the Shares specified in such Transfer Notice for cash at the price per share specified in the Transfer Notice or, if consideration other than cash is specified in the Transfer Notice, in an amount equal to the fair market value of such non-cash consideration. Such right shall not be conditional upon the Company having sufficient financing, at the time the right arises, to purchase the Shares; provided, however, in any event, the Company is required to obtain such financing within the time period set forth in Section 5.1(c). (c) If the Company exercises its right of first refusal hereunder, the closing of the purchase of the Shares with respect to which such right has been exercised shall take place within thirty (30) calendar days after the Company's receipt Company gives the Response Notice to Purchaser. Upon exercise of its right of first refusal, the Company and Purchaser shall be legally obligated to consummate the purchase and sale contemplated thereby and shall use their best efforts to secure any approvals required in connection therewith. (d) If the Company does not exercise its right of first refusal hereunder within the time specified for such exercise in subparagraph (b) above or close within the time period specified in Section 5.1(c) with respect to all of the Disposition Shares specified in such Transfer Notice, the valuation such Purchaser shall be made by an appraiser free, during the period of recognized standing selected by ninety (90) calendar days following the Owner and expiration of such time for exercise, to Transfer or tender for Transfer those Shares specified in such Transfer Notice with respect to which the Company has not exercised its first refusal rights to the proposed purchaser or transferee specified in such Transfer Notice and on terms not materially less favorable to Purchaser than the terms specified in such Transfer Notice. (or its assigneese) orNotwithstanding the above, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt a transfer of Common Stock by Purchaser either to a "qualified institutional buyer," as such term is defined in Rule 144A of the Disposition NoticeSecurities Act of 1933, each as amended, or to a wholly owned subsidiary, or direct or indirect corporate parent, of Purchaser shall select an appraiser not be deemed a "Transfer" for purposes of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative ofthis Section 5.

Exercise of Right. The Company (or its assigneea) shall, for a period of twenty (20) days following receipt It is the shared intention and desire of the Disposition Noticeparties to effect the River Transaction (as defined below) as promptly as possible. To this end, have as promptly as practicable after the date of this Agreement, the Company agrees to use its commercially reasonable best efforts to acquire the Shares (as defined in the Letter Agreement) (the “River Shares”), pursuant to the terms and conditions set forth in the Letter Agreement, including (i) notifying the Individual that the Company is exercising its right to repurchase any or purchase all of the Target River Shares specified in subject to the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall be exercisable by written transfer notice (the "Exercise “Transfer Notice"”) delivered to Owner prior by the Individual to the expiration Company pursuant to the Letter Agreement (the “River Offer”), (ii) negotiating and executing definitive documentation (the “Share Purchase Contract”) with respect to the purchase of the twenty River Shares (20and the Company and Parent shall use commercially reasonable best efforts to cause such Share Purchase Contract to contain such provisions with respect to the assignment of the Company’s rights thereunder as shall be necessary in order for the Company to satisfy its obligations under this Agreement) day exercise period. If within the Exercise Notice pertains to all the Target Shares specified period set forth in the Disposition NoticeLetter Agreement for closing such transaction (the “River Transaction”), then (iii) obtaining or making all necessary consents, approvals, authorizations or permits of, action by, or filing with or notification to, any Governmental Entity or any other Person, including labor councils, necessary or appropriate to close the River Transaction, (iv) closing the River Transaction as soon as reasonably practicable after the satisfaction of any regulatory and other conditions set forth in the definitive documents relating to the River Transaction (the “River Closing Date”), and (v) filing and defending any litigation or disputes related to the River Transaction or any actions taken by the Company in accordance with this Section 5.11; provided, however, the Company’s obligations under clauses (or its assigneesi) through (v) above shall be subject to there being at all times sufficient funds in the Escrow Account to satisfy such obligations; and provided further, that nothing in this Section 5.11(a) shall effect require the repurchase of such Target Shares, including payment Company to increase the purchase price set forth in the Transfer Notice or otherwise incur any financial liability in excess of the purchase price, not more than five price (5as may be increased from time to time) business days after delivery unless and until the amount of such increase or additional amounts are deposited into the Escrow Account and subject to drawdown by the Company pursuant to the terms of the Exercise Notice; Escrow Agreement. Parent and at such time Owner shall deliver to Acquisition Sub each will promptly provide any information reasonably requested by the Company, and will fully cooperate with the Company, in connection with taking of any of the required actions of the Company under this Section 5.11, including providing any information relating to Parent, Acquisition Sub or any of their directors, officers or affiliates required for any regulatory approvals or filings necessary in connection with the certificates representing consummation of the Target Shares to be repurchased, each certificate to be properly endorsed for transferRiver Transaction. The Target Shares so purchased shall thereupon be canceled Parent and cease to be issued and outstanding shares Acquisition Sub each recognize that the failure of the Company's common stock. However, should Company to enter into a Share Purchase Contract or close the purchase price specified in the Disposition Notice be payable in property other than cash or evidences River Transaction shall not constitute a breach of indebtedness, this Section 5.11 if the Company has complied with its obligations herein in all material respects. (or its assigneesb) To the extent permitted by applicable Legal Requirements (as advised by Company counsel), Parent shall have the right to direct (i) all negotiations and preparation of the Share Purchase Contract, (ii) the taking, or failure to take, any action necessary to close the River Transaction, and (iii) the filing or defense of any litigation or arbitration proceedings or resolutions of any disputes related to the exercise of the right of first refusal under the Letter Agreement or any other actions taken by the Company pursuant to Section 5.11(a). (c) Parent shall (i) within one business day after the date of this Agreement, enter into a mutually acceptable Escrow Agreement with a mutually acceptable escrow agent in the United States(the “Escrow Agent”) and the Company (the “Escrow Agreement”), and deposit the cash sum of $10,000,000 (the “Initial Escrow Deposit”) into the escrow account created pursuant to the Escrow Agreement (the “Escrow Account”), and (ii) within ten calendar days after the date of this Agreement (or, if earlier, the date the Company would be required to pay the purchase price of the River Shares), deposit a cash sum equal to the United States Dollar equivalent of €35,000,000 less the amount of the Initial Deposit (the “Balance Escrow Deposit” and, the sum of the Balance Escrow Deposit and the Initial Escrow Deposit, the “Escrow Deposit”) into the escrow account created pursuant the Escrow Agreement. The Company shall have the right to withdraw funds from the Escrow Account from time to time in its sole discretion to (A) pay the purchase price for the River Shares (including any increase in the form purchase price or deposit authorized by Parent), (B) pay all reasonable and documented out-of-pocket expenses incurred, or reasonably expected to be incurred, by the Company in connection with the closing of cash equal in amount the River Transaction and the Company’s taking of any actions pursuant to Section 5.11(a), and (C) fund the working capital requirements of Pxxxxxx-Xxxx B.V. (“River”) if the closing of the River Transaction occurs prior to the value Acceptance Time (collectively, the “River Expenses”). As a condition to and in conjunction with the performance by the Company of its obligations under this Section 5.11, Parent shall, to the extent necessary and in a timely fashion, deposit into the Escrow Account sufficient funds to permit the Company to pay all River Expenses. Notwithstanding the foregoing, in the event (i) the balance of the Escrow Account at any time is less than $5,000,000 (the “Minimum Amount”) or (ii) the Parent, the Acquisition Sub, the Company or any of their respective representatives offers to increase the purchase price for the River Shares from the price set forth in the Transfer Notice, Parent shall transfer to the Escrow Agent within two business days, in the case of (i), an amount sufficient to bring the balance in the Escrow Account up to or in excess of the Minimum Amount, and in the case of (ii) an amount equal to the increase in such propertypurchase price. If Under no circumstances shall the Owner Company have any obligation to pay any River Expenses from its own funds and the Company shall not be in breach of any obligation under this Section 5.11 if Parent fails to make available to the Company through the Escrow Account sufficient funds to pay for River Expenses incurred, or reasonably expected to be incurred, by the Company in the performance of such obligation. The Company shall use funds withdrawn from the Escrow Account solely to pay River Expenses. Notwithstanding the foregoing, except in respect of payment of the purchase price of the River Shares at the closing of the River Transaction or any deposit required in connection therewith, the Company shall not withdraw funds in excess of, with respect to any single drawdown, (x) $250,000 without the prior written notification of Parent or its assignees(y) cannot agree on such cash value $500,000 without prior approval of Parent, which approval shall be granted within ten (10) three business days after the Company's receipt notice of such drawdown unless Parent disputes that such drawdown is in respect of River Expenses. The Company shall provide monthly statements to Parent providing a reasonably detailed accounting of the Disposition Noticeuse of any funds withdrawn from the Escrow Account and Parent shall have the right to obtain invoices to verify any withdrawals from the Escrow Account shown in such monthly statements. (d) So long as Company has not breached or failed to perform its obligations in any material respect under this Section 5.11, the valuation shall be made by an appraiser of recognized standing selected by the Owner and the Company (which breach or its assignees) failure to perform is either incurable or, if they cancurable is not agree on an appraiser cured by the Company within twenty (20) 20 days after following receipt by the Company of written notice of such breach of failure, then to the maximum extent permitted by Legal Requirements, Parent and Acquisition Sub, jointly and severally, shall indemnify, defend and hold the Company and its directors, managers, officers, employees and agents harmless from any and all liabilities, obligations, claims, contingencies, losses, damages, costs and expenses, including all court costs, litigation expenses and reasonable attorneys’ fees, that any of such Persons may suffer or incur as a result of or relating to the performance of any of the Company's receipt ’s obligations under this Section 5.11 and the Share Purchase Contract and all actions taken by the Company and its directors, managers, officers, employees and agents in connection therewith, including without limitation (i) the acceptance of the Disposition NoticeRiver Offer, each shall select an appraiser (ii) the acquisition and ownership of recognized standing the River Shares (as defined in the Letter Agreement) by the Company, and (iii) the two appraisers shall designate a third appraiser entry into and consummation of recognized standing, whose appraisal shall be determinative ofthe Share Purchase Contract.

Exercise of Right. The Company (or its assigneeassignees) shall, for a period ----------------- of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or all of the 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 Owner prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Notice, then the Company (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time the Owner shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. If any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Company for cancellation. The Target Shares so purchased shall thereupon be canceled cancelled and cease to be issued and outstanding shares of the Company's common stockCommon Stock. However, should 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 value of such property. If the Owner and the Company (or its assignees) cannot agree on such cash value within ten (10) days after the Company's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner 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 ofof such value. The cost of such appraisal shall be shared equally by the Owner and the Company. The closing shall then be held on the latter of (a) the fifth business day following delivery of the Exercise Notice or (b) the 15th day after such cash valuation shall have been made.

Exercise of Right. The Company GFF (or its assigneeassignees) shall, for a period of twenty thirty (2030) days following receipt of the Disposition Notice, have the right to repurchase any or not less than all of the 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 Owner Java prior to the expiration of the twenty thirty (2030) day exercise period. If the Exercise Notice pertains such right is exercised with respect to all the Target Shares specified in the Disposition Noticenotice, then the Company GFF (or its assignees) shall effect the repurchase of such the Target Shares, including payment of the purchase price, not more than five (5) business days after delivery of the Exercise Notice; and at such time Owner Java shall deliver to the Company GFF the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of the Company's common stock. However, should Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company GFF (or its assignees) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Owner Java and the Company GFF (or its assignees) cannot agree on such cash value within ten (10) days after the CompanyGFF's receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by the Owner Java and the Company GFF (or its assignees) ), or, if they cannot agree on an appraiser within twenty (20) days after the CompanyGFF'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 ofof such value. The cost of such appraisal shall be shared equally by Java and GFF. The closing shall then be held on the latter of (i) the fifth business day following delivery of the Exercise Notice or (ii) the 15th day after such valuation shall have been made.