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) 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. 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 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) 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 (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 (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 any portion of such Target Sharesspace, “Offer Space”), shall become available for leasing, Landlord shall deliver notice thereof to Tenant (the “Offer Notice”) setting forth (a) a description (including payment the location and configuration) of the purchase priceOffer Space in question, not more than five (5b) business days after delivery the square footage of the Exercise Notice; Offer Space in question and at such time Owner (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 deliver take into account percentage rent equal to the Company Percentage Rent payable with respect to the certificates representing Offer Space) based upon a term expiring on the Target Shares Expiration Date (“Landlord’s Determination”), and (ii) a description of the services, if any, to be repurchasedprovided to the Offer Space and other material business terms upon which Landlord is willing to lease the Offer Space, each certificate and the date upon which Landlord anticipates that Landlord will be able to be properly endorsed for transfer. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares deliver possession of the Company's common stockOffer Space to Tenant. HoweverProvided that all of the conditions precedent set forth in this Article 37 are fully satisfied by Tenant, 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) Tenant shall have the right option (the “Offer Option”), exercisable by Tenant delivering written notice to pay Landlord (the purchase price “Acceptance Notice”) within thirty (30) days (the “Acceptance Period”) of the giving by Landlord of the Offer Notice, to lease the Offer Space upon the terms and conditions set forth in this Article 37, and this Lease shall 105 thereupon be modified as provided in Section 37.4. Time shall be of the form essence as to Tenant’s giving of cash equal in amount any Acceptance Notice. The 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, 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 Offer Option with respect to the value 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 property. If the Owner Acceptance Period and the Company provided Landlord is not in active negotiations for such space (or its assigneesif such active negotiations terminate and are not reinstituted) cannot agree on then Landlord will reoffer 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) orOffer Space to Tenant, 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 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 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 (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. 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 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. 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. EXHIBIT "A"

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 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. 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 (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 (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 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.

Exercise of Right. The Company A Selling Shareholder shall give notice to ----------------- the Remaining Shareholders of each proposed sale by it of Offered Shares that gives rise to the co-sale rights set forth in Section 3.2 (or its assigneewhich notice may be given together with the Selling Shareholder Notice), at least seven (7) shallcalendar days prior to the proposed consummation of such sale, for a period of twenty setting forth (20a) days following receipt the name of the Disposition NoticeSelling Shareholder, have (b) the right to repurchase any or all number of Offered Shares, (c) the name and address of the Target Shares specified in proposed third party purchaser, (d) the Disposition Notice upon substantially the same proposed amount and form of consideration and terms and conditions specified thereinof payment offered by the third party purchaser and (e) a representation that such third party purchaser has been informed of the co-sale rights provided for in this Section 3.2 and has agreed to purchase Shares in accordance with the terms hereof. Such right shall The co-sale rights provided for in this Section 3.2 must be exercisable exercised by such Remaining Shareholder wishing to sell its Shares within seven (7) calendar days after the notice required by the preceding sentence is given, by giving written notice (to such Selling Shareholder indicating that such Remaining Shareholder wishes to exercise its rights and specifying the "Exercise Notice") delivered number of Shares it wishes to Owner sell, provided that such Remaining Shareholder may waive its -------- rights under this Section 3.2 prior to the expiration of such seven (7)-day period by giving written notice of such waiver to the twenty Selling Shareholder. The failure of a Remaining Shareholder to respond within such seven (20) day exercise period7)-day period shall be deemed a waiver of such Remaining Shareholder's rights under this Section 3.2. If a Remaining Shareholder decides to sell a number of Shares which is less than the Exercise Notice pertains maximum number of Shares permitted to all be sold by it pursuant to Section 3.2.1 or if a Remaining Shareholder fails to close its sale of Shares to the Target Shares specified in the Disposition Noticethird party purchaser for any reason, 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 Selling Shareholder may sell to the Company third party purchaser the certificates representing number of Shares that such Remaining Shareholder elected not to, or failed to, sell to 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 stockthird party purchaser. However, should if such third party purchaser fails to purchase Shares from a Remaining Shareholder that has properly exercised its co-sale rights pursuant to this Section 3.2.2, or if such Selling Shareholder has not delivered the purchase price specified notice contemplated by this Section 3.2.2 to a Remaining Shareholder, then, in either such event, such Selling Shareholder shall not consummate 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 proposed sale of the Disposition NoticeOffered Shares, the valuation and any such attempted sale shall be made by an appraiser null and void ab -- initio. However, nothing herein shall limit or affect the rights or remedies of recognized standing selected by ------ the Owner and the Company (parties hereto with respect to any other party's failure to comply with this Section 3 or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after the Company's receipt any other provision 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 (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. 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 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 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 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 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 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 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 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. 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 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 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 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 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 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 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 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 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 (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 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 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 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.