Common use of Exercise of the Rights of First Refusal Clause in Contracts

Exercise of the Rights of First Refusal. (i) Upon receipt of the Offering Member Notice, each ROFR Rightholder shall have ten (10) Business Days (the “ROFR Notice Period”) to elect to purchase all or any portion of the Offered Units by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that such ROFR Rightholder offers to purchase such Offered Units on the terms specified in the Offering Member Notice. Any ROFR Offer Notice shall be binding upon delivery and irrevocable by the applicable ROFR Rightholder. If more than one ROFR Rightholder delivers a ROFR Offer Notice, each such ROFR Rightholder (the “Purchasing Member”) shall be allocated such ROFR Rightholder’s pro rata share (based on such ROFR Rightholder’s Percentage Interest) of the Offered Units, unless otherwise agreed by such Members. If the ROFR Rightholders do not elect, in the aggregate, to purchase all of the Offered Units from the Offering Member, then the consummation of the Transfer to the Purchasing Member(s) will be deferred until the consummation of the Transfer of the remainder of the Offered Units to the purchaser stated in the Offering Member Notice. (ii) Each ROFR Rightholder who does not deliver a ROFR Offer Notice during the ROFR Notice Period shall be deemed to have waived all of such ROFR Rightholder’s rights to purchase the Offered Units under this Section 10.03, and the Offering Member shall thereafter, subject to the rights of any Purchasing Member, be free to sell the Offered Units to the purchaser stated in the Offering Member Notice without any further obligation to such ROFR Rightholder pursuant to this Section 10.03.

Exercise of the Rights of First Refusal. (i) Upon receipt delivery of the Offering Member Notice, each ROFR Rightholder Grom shall have ten (10) Business Days (the “ROFR Notice Period”) to collectively elect to purchase all or any portion (but not less than all) of the Offered Units Interests by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member Member, signed by Grom and the Company stating that such ROFR Rightholder Grom offers to purchase such Offered Units Interests on the terms specified in the Offering Member Notice. Any Each ROFR Offer Notice shall be binding upon delivery and irrevocable by the applicable ROFR Rightholder. If more than one ROFR Rightholder delivers a Grom delivering such ROFR Offer Notice, each such ROFR Rightholder (the “Purchasing Member”) shall be allocated such ROFR Rightholder’s pro rata share (based on such ROFR Rightholder’s Percentage Interest) of the Offered Units, unless otherwise agreed by such Members. If the ROFR Rightholders do not elect, in the aggregate, to purchase all of the Offered Units from the Offering Member, then the consummation of the Transfer to the Purchasing Member(s) will be deferred until the consummation of the Transfer of the remainder of the Offered Units to the purchaser stated in the Offering Member Notice. (ii) Each ROFR Rightholder who If Grom does not deliver a ROFR Offer Notice during the ROFR Notice Period that evidences the election to purchase all (but not less than all) of the Offered Interests, Grom shall be deemed to have waived all of such ROFR Rightholder’s its rights to purchase the Offered Units Interests under this Section 10.0310.3, and and, provided the Offering Member shall thereafterhas also complied with the provisions of Section 10.5, subject to the rights extent applicable, the Offering Member may, during the sixty (60)-day period immediately following the expiration of the ROFR Notice Period (which period may be extended for a reasonable time to the extent reasonably necessary to obtain any Purchasing Memberrequired approvals or consents from any Governmental Authority and/or to accommodate any additional time granted to a Selling Member under Section 10.5), be free to sell Transfer all of the Offered Units Interests to the purchaser stated Independent Third Party on terms and conditions no more favorable to the Independent Third Party than those set forth in the Offering Member Notice. If the Offering Member does not Transfer the Offered Interests within such period, the rights provided hereunder shall be deemed to be revived and the Offered Interests shall not be Transferred to the Independent Third Party unless the Offering Member sends a new Offering Member Notice without any further obligation to such ROFR Rightholder pursuant to in accordance with, and otherwise complies with, this Section 10.0310.3.

Exercise of the Rights of First Refusal. (i) Upon receipt of the Offering Member Notice, each ROFR Rightholder shall have ten (10) 10 Business Days (the “ROFR Notice Period”) to elect to purchase all or any portion (but not less than all) of the Offered Units Interests by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that such ROFR Rightholder it offers to purchase such Offered Units Interests on the terms specified in the Offering Member Notice. Any ROFR Offer Notice shall be binding upon delivery and irrevocable by the applicable ROFR Rightholder. If more than one ROFR Rightholder delivers a ROFR Offer Notice, each such ROFR Rightholder (the “Purchasing Member”) shall be allocated such ROFR Rightholder’s its pro rata share (based on such ROFR Rightholder’s Percentage Interestits percentage of Units, including Preferred Units and Common Units as a single class, in the Company) of the Offered UnitsInterests, unless otherwise agreed by such Members. If the ROFR Rightholders do not elect, in the aggregate, to purchase all of the Offered Units from the Offering Member, then the consummation of the Transfer to the Purchasing Member(s) will be deferred until the consummation of the Transfer of the remainder of the Offered Units to the purchaser stated in the Offering Member Notice. (ii) Each ROFR Rightholder who does not deliver a ROFR Offer Notice during the ROFR Notice Period shall be deemed to have waived all of such ROFR Rightholder’s rights to purchase the Offered Units Interests under this Section 10.039.03, and the Offering Member shall thereafter, subject to the rights of any Purchasing Member, be free to sell the Offered Units Interests to the purchaser stated Independent Third Party in the Offering Member Notice without any further obligation to such ROFR Rightholder pursuant to this Section 10.039.03.

Exercise of the Rights of First Refusal. (i) Upon receipt of the Offering Member Notice, each ROFR Rightholder shall have ten (10) Business Days (the “ROFR Notice Period”) to elect to purchase all or any portion (but not less than all) of the Offered Units Interests by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that such ROFR Rightholder it offers to purchase such Offered Units Interests on the terms specified in the Offering Member Notice. Any ROFR Offer Notice shall be binding upon delivery and irrevocable by the applicable ROFR Rightholder. If more than one ROFR Rightholder delivers a ROFR Offer Notice, each such ROFR Rightholder (the “Purchasing Member”) shall be allocated such ROFR Rightholder’s its pro rata share (based on such ROFR Rightholder’s Percentage Interestits Membership Interest in the Company) of the Offered UnitsInterests, unless otherwise agreed by such Members. If the ROFR Rightholders do not elect, in the aggregate, to purchase all of the Offered Units from the Offering Member, then the consummation of the Transfer to the Purchasing Member(s) will be deferred until the consummation of the Transfer of the remainder of the Offered Units to the purchaser stated in the Offering Member Notice. (ii) Each ROFR Rightholder who does not deliver a ROFR Offer Notice during the ROFR Notice Period shall be deemed to have waived all of such ROFR Rightholder’s rights to purchase the Offered Units Interests under this Section 10.037.03, and the Offering Member shall thereafter, subject to the rights of any Purchasing MemberMember and the provisions of Section 7.05, be free to sell the Offered Units Interests to the purchaser stated Independent Third Party in the Offering Member Notice without any further obligation to such ROFR Rightholder pursuant to this Section 10.037.03. (iii) Each ROFR Rightholder who delivers a ROFR Offer Notice shall be deemed to have waived any rights that such Members may have pursuant to Section 7.05.

Exercise of the Rights of First Refusal. (i) Upon receipt of the Offering Member Notice, the Company and each ROFR Rightholder shall have ten (10) Business Days 10 business days (the “ROFR Notice Period”) to elect to purchase all or any portion (but not less than all) of the Offered Units Interests by delivering a written notice (a “ROFR Offer Notice”) to the Offering Member and the Company stating that such ROFR Rightholder it offers to purchase such Offered Units Interests on the terms specified in the Offering Member Notice. Any ROFR Offer Notice shall be binding upon delivery and irrevocable by the applicable ROFR Rightholder. If more than one ROFR Rightholder delivers a ROFR Offer Notice, each such ROFR Rightholder (the “Purchasing Member”) shall be allocated such ROFR Rightholder’s its pro rata share (based on such ROFR Rightholder’s Percentage Interestits Interest in the Company) of the Offered UnitsInterests, unless otherwise agreed by such Members. If Notwithstanding the foregoing, if the Company delivers a ROFR Rightholders do not electOffice Notice, in it will have the aggregate, right to purchase all buy as many of the Offered Units from as its ROFR Offer Notice indicates and remaining units, if any, would then be allocated as per the Offering Member, then the consummation of the Transfer to the Purchasing Member(s) will be deferred until the consummation of the Transfer of the remainder of the Offered Units to the purchaser stated in the Offering Member Noticeabove. (ii) Each ROFR Rightholder who does not deliver a ROFR Offer Notice during the ROFR Notice Period shall be deemed to have waived all of such ROFR Rightholder’s rights to purchase the Offered Units Interests under this Section 10.036.3, and the Offering Member shall thereafter, subject to the rights of any Purchasing Member, be free to sell the Offered Units Interests to the purchaser stated Prospective Transferee in the Offering Member Notice without any further obligation to such ROFR Rightholder pursuant to this Section 10.036.3.