Common use of First Offer Right Clause in Contracts

First Offer Right. At least 30 days prior to making any Transfer of any Investor Stock (other than an Exempt Transfer) the transferring Investor (the "Transferring Investor") shall deliver a written notice (the "Offer Notice") to the Company and the other Investors (the "Other Investors"). The Offer Notice shall disclose in reasonable detail the proposed terms and conditions of the Transfer. First, the Company may elect to purchase all (but not less than all) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors (or any Affiliate thereof) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring Investor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Investor Stock being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees than offered to the Company and the Other Investors in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article II. Each Investor's "Pro Rata Share" shall be based upon such Investor's proportionate ownership of all Investor Stock held by all Investors (exclusive of the Investor Stock held by the Transferring Investor) on a fully-diluted basis.

First Offer Right. (a) In addition to Transfers pursuant to Article 5, Article 7, or a Public Sale, any Other Stockholder may Transfer an interest in Common Stock by complying with this Section 4.2. At least 30 45 days prior to making any Transfer by any Other Stockholder of any Investor Common Stock pursuant to a bona fide offer from an Independent Third Party (other than an Exempt Transfer) Pursuant to Article 5 and Article 7 or a Public Sale), the transferring Investor Other Stockholder (the "Transferring InvestorTRANSFERRING STOCKHOLDER") shall will deliver a written notice (the "Offer NoticeOFFER NOTICE") to the Company Stockholders and to the other Investors (the "Other Investors")Company. The Offer Notice shall will disclose the proposed number of shares of Common Stock (the "SUBJECT SHARES") to be transferred, identity of the proposed purchasers, and, in reasonable detail detail, the proposed terms and conditions of the Transfer. First, Onex may elect to purchase all (but not less than all) of the Common Stock specified in the Offer Notice at the price in cash and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after the delivery of the Offer Notice. If Onex has not elected to purchase all of the Subject Shares within such 20-day period, the Company may elect to purchase all (but not less than all) of the Investor Stock specified in the Offer Notice Subject Shares at the price in cash and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors Stockholder as soon as practical practicable, but in any event within ten 30 days after the delivery of the Offer Notice. If neither Onex nor the Company has not elected to purchase all of the Investor Stock Subject Shares within such ten30-day period, each Other Investor the Stockholders other than Onex and the Transferring Stockholder (or any Affiliate thereofcollectively, the "FIRST OFFER STOCKHOLDERS") may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice Subject Shares at the price in cash and on the terms specified therein therein, on a pro rata basis determined by the number of shares of Common Stock then held by the First Offer Stockholders electing to make such purchase, by delivering written notice of such election to the Transferring Investor Stockholder as soon as practical practicable, but in any event within 20 45 days after delivery of the Offer Notice. Any Investor Stock not elected ; provided that if less than all of the First Offer Stockholders elect to be purchased by make such purchase, the end of such 20-day period remaining Subject Shares shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors (or any Affiliate thereof) those Stockholders who have elected to make such purchase their Pro Rata Shareuntil an election to purchase all of the Subject Shares has been made. If Onex, the Company or any Other Investors the First Offer Stockholders have elected to purchase Investor Stock all (but not less than all) of the Subject Shares from the Transferring InvestorStockholder, the transfer of such shares shall will be consummated as soon as practical after the delivery of the election noticesnotice, but in any event within 15 75 days after delivery of the Offer Notice (the "CONSUMMATION PERIOD"). If any of the Subject Shares to be purchased by any holder of any Class D-2 Common are voting securities, at the request of any holder of Class D-2 Common the Company will exchange for such securities other securities which are non-voting, convertible into such securities on the same terms as those on which the Class D-2 Common is convertible into Class D-1 Common and otherwise identical to such securities in all respects. If neither Onex , the Company nor the First Offer Stockholders have elected to purchase all of the Subject Shares being offered or if Onex, the Company or the First Offer Stockholders elect to purchase all of the Subject Shares but do not consummate the purchase within the Consummation Period, the Transferring Stockholder may, within 45 days after the expiration of the Election Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Investor Stock being offered, the Transferring Investor may, within 90 days after the expiration of the Election Consummation Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) Subject Shares to one or more third parties at a price no less than the price per share specified in the Offer Notice cash and on other terms no more favorable to the transferees than offered to Onex, the Company and the Other Investors First Offer Stockholders in the Offer Notice. The purchase price specified ; provided that prior to such Transfer, such transferees shall have agreed in any Offer Notice shall writing to be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with bound by the provisions of this Article IIAgreement. Each Investor's "Pro Rata Share" shall Any Subject Shares not transferred within such 45-day period will be based subject to the provisions of this Section 4.2(a) upon such Investor's proportionate ownership of all Investor Stock held by all Investors (exclusive of the Investor Stock held by subsequent transfer and the Transferring Investor) on a fully-diluted basisStockholder will not be entitled to deliver another Offer Notice for 90 days after the Transferring Stockholder has again become subject to this Section 4.2(a).

First Offer Right. At least 30 40 days prior to making any Transfer of any Investor Stock ----------------- Stockholder Shares by any Stockholder other than the Liberty Investors (other than an Exempt Transfer) ), the transferring Investor holder (the "Transferring Investor------------ Stockholder") shall deliver a written notice (the an "Offer Notice") to the Company ----------- ------------ and to all holders of not less than 5% of the other Investors aggregate Stockholder Shares (the such 5% holder is referred to herein as an "Other InvestorsEligible Stockholder"). The Offer Notice -------------------- shall disclose in reasonable detail the proposed class and number of Stockholder Shares to be transferred (the "Offered Shares"), the proposed terms and -------------- conditions of the TransferTransfer and the identity of the prospective transferees (if known). First, the Company may elect to purchase all (but not less than all) of the Investor Stock specified in the Offer Notice Offered Shares at the price and on the terms specified therein in the Offer Notice by delivering written notice of such election to the Transferring Investor Stockholder and the Other Investors other Eligible Stockholders as soon as practical but in any event within ten 15 days after the delivery of the Offer NoticeNotice by the Transferring Stockholder. If the Company has not elected to purchase all of the Investor Stock Offered Shares within such ten-15 day period, each Other Investor (or any Affiliate thereof) Eligible Stockholder may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) such Eligible Stockholder's pro rata share of the Investor Stock specified in Offered Shares (based on such holder's proportionate ownership of all shares of such class of Stockholder Shares owned by all Eligible Stockholders other than the Offer Notice Transferring Stockholder) at the price and on the terms specified therein in the Offer Notice by delivering written notice of such election to the Transferring Investor Stockholder and the other Eligible Stockholders as soon as practical but in any event within 20 30 days after delivery of the Offer NoticeNotice by the Transferring Stockholder. Any Investor Stock If the Eligible Stockholders have in the aggregate elected to purchase less than all of the Offered Shares, the Offered Shares which the Eligible Stockholders have not elected to be purchased by purchase (the end of such 20-day period "Remaining Offered ----------------- Shares") shall be reoffered for the ten-day period prior to the expiration Eligible Stockholders who have elected to ------ purchase Offered Shares for an additional 5 day period, and each Eligible Stockholder may elect to purchase all (but not less than all) of the Election Period such Eligible Stockholder's pro rata share of all Remaining Offered Shares (based on such holder's proportionate ownership of all shares of such class of Stockholder Shares owned by the Transferring Investor on a pro rata basis to the Other Investors (or any Affiliate thereof) Eligible Stockholders who have elected to purchase their Pro Rata ShareRemaining Offered Shares). If the Company or any Other Investors Eligible Stockholders have elected to purchase Investor Stock from all of the Transferring InvestorOffered Shares (including all of the Remaining Offered Shares (if any)), the transfer of such shares shall be consummated as soon as practical after the delivery of the election noticesnotice to the Transferring Stockholder, but in any event within 15 30 days after the expiration of the Election Periodlast applicable election period. To the extent that If neither the Company and nor the Other Investors Eligible Stockholders have not elected to purchase all of the Investor Stock being offeredOffered Shares (including all of the Remaining Shares), then the Transferring Investor Stockholder may, within 90 days after the expiration of the Election Periodlast applicable election period, subject to the provisions of Section 3(c) below, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) Stockholder Shares to one or more third parties at a price no not less than the price per share specified in the Offer Notice and on other terms no more favorable in any material respect to the transferees thereof than offered specified in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Other Investors in the Offer NoticeEligible Stockholders under this Section 3(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice Company shall be payable solely in cash maintain at all times during the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions term of this Article II. Each Investor's "Pro Rata Share" shall be based upon such Investor's proportionate ownership Agreement a list of all Investor Stock held by all Investors (exclusive of the Investor Stock held by the Transferring Investor) on a fully-diluted basisEligible Stockholders and shall furnish such list to any Stockholder promptly upon request.

First Offer Right. At least 30 20 days prior to making any Transfer of any Investor Stock (Shares after the Public Company Date, other than an Exempt Transfer) a Transfer of Shares held by the transferring Investor Investors, the Stockholder intending to make such transfer (the "Transferring InvestorTRANSFERRING STOCKHOLDER") shall deliver a written notice (the "Offer NoticeOFFER NOTICE") to the Company and the other Investors Stockholders (the "Other InvestorsOTHER STOCKHOLDERS"). The Offer Notice shall disclose in reasonable detail the proposed number of Shares to be transferred, the identity of the proposed transferee, and the proposed terms and conditions of the TransferTransfer and shall be accompanied by a bona fide offer to purchase such Shares on such terms and conditions from an Independent Third Party or other Person not an Affiliate of the Transferring Stockholder. First, the Company Each Other Stockholder may elect to purchase all (but not less than all) of its, his or her Pro Rata Share (as defined below) of the Investor Stock Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors Stockholder as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 10 days after delivery of the Offer Notice. Any Investor Stock Shares not elected to be purchased by the end of such 20-10 day period shall be reoffered for the ten-10 day period prior to the expiration of the Election Period by the Transferring Investor Stockholder on a pro rata basis to the Other Investors (or any Affiliate thereof) Stockholders who have elected to purchase their Pro Rata Share. If the Company or any Other Investors Stockholders have elected to purchase Investor Stock Shares from the Transferring InvestorStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 10 days after the expiration of the Election Period. To the extent that the Company and the Other Investors Stockholders have not elected to purchase all of the Investor Stock Shares being offered, the Transferring Investor Stockholder may, within 90 30 days after the expiration of the Election Period, transfer such Investor Stock which has not been purchased by Shares to the Company and proposed transferee named in the Other Investors (or any Affiliate thereof) to one or more third parties at a price no less than Offer Notice for the price per share Share specified in the Offer Notice and on the other terms no more favorable to the transferees than offered to the Company and the Other Investors conditions stated in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article IItransaction. Each InvestorStockholder's "Pro Rata Share" shall be based upon such InvestorStockholder's proportionate ownership of all Investor Stock held by all Investors (exclusive of the Investor Stock held by the Transferring Investor) Shares on a fully-diluted basis.

First Offer Right. (a) At least 30 days prior any time after the earlier of the fifth anniversary of the date of this Agreement and a Qualified Public Offering, any Other Investor (the “Transferring Stockholder”) may Transfer Shares pursuant to making any Transfer of any Investor Stock (a bona fide offer from a Person other than an Exempt TransferAffiliate of such Other Investor by complying with this Section 4.2; provided, that a Management Investor may not Transfer any Shares that are owned by such Management Investor on the date of this Agreement unless such Transfer includes all (and not less than all) Shares owned by the transferring Management Investor on the date of this Agreement (including Shares that are Transferred pursuant to clause (ii) of the "first sentence of Section 4.3(a), but not including any Shares that are Transferred pursuant to clause (i) of the first sentence of Section 4.3(a)). In order to do so, the Transferring Investor") shall Stockholder must deliver a written notice (the "“Offer Notice"”) to the Company other Stockholders and to the other Investors Company, disclosing the proposed number and type of Shares (the "Other Investors"). The Offer Notice shall disclose “Subject Shares”) to be Transferred, the identity of the proposed purchasers, and, in reasonable detail detail, the proposed terms and conditions of the Transfer, which must include payment of the purchase price in cash at the closing of the Transfer. FirstThen, each of the Stockholders other than the Transferring Stockholder that own Shares of the same type as the Subject Shares (collectively the “First Offer Stockholders”) may elect to purchase its First Offer Percentage of the Subject Shares specified in the Offer Notice at the price per Subject Share in cash and on the other terms specified therein by delivering notice of such election to the Transferring Stockholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those First Offer Stockholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase all of the Subject Shares has been made or no First Offer Stockholder is willing to increase the number of Subject Shares that it is electing to purchase. If the First Offer Stockholders have not elected to purchase all of the Subject Shares within 45 days after delivery of the Offer Notice, the Company may elect to purchase all (but not less than all) of the Investor Stock Subject Shares that the First Offer Stockholders did not elect to purchase at the price per Subject Share in cash and on the other terms specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event Stockholder within ten 60 days after the delivery of the Offer Notice. If the Company has not and/or the First Offer Stockholders have elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in Subject Shares from the Offer Notice at Transferring Stockholder, the price and on the terms specified therein by delivering written notice transfer of such election Subject Shares pursuant to such elections will be consummated at a time and place specified by the Transferring Investor as soon as practical but in any event Company within 20 90 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors If (or any Affiliate thereofand only if) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring Investor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors First Offer Stockholders have not elected to purchase all of the Investor Stock being offeredSubject Shares within 60 days after delivery of the Offer Notice, the Transferring Investor may, within 90 days after the expiration elections of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) First Offer Stockholders to one purchase less than all of the Subject Shares shall be ineffective and the Transferring Stockholder may, not less than 60 days or more third parties at a price no than 120 days after delivery of the Offer Notice, transfer all (but not less than all) of the price per share specified Subject Shares to the proposed purchasers set forth in the Offer Notice at the same price per Subject Share in cash and on the same other terms no more favorable to the transferees than offered to the Company and the Other Investors First Offer Stockholders in the Offer Notice. The purchase price specified ; provided, that prior to such Transfer, such transferees shall have agreed in any Offer Notice shall writing to be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with bound by the provisions of this Article IIAgreement. Each Investor's "Pro Rata Share" shall If the Subject Shares are not so transferred within such period, they will be based upon such Investor's proportionate ownership subject to the provisions of all Investor Stock held by all Investors (exclusive of the Investor Stock held by this Section 4.2(a) with respect to subsequent transfer and the Transferring Investor) on a fully-diluted basisStockholder will not be entitled to deliver another Offer Notice for 90 days after the Subject Shares again become subject to this Section 4.2(a). The Transferring Stockholder may abandon the contemplated Transfer at any time prior to its closing without liability or obligation under this Section 4.2 (except as described in the immediately preceding sentence).

First Offer Right. At least 30 days prior Subject to making any Transfer of any Investor Stock (other than an Exempt Transfer) the transferring Investor (the "Transferring Investor") shall deliver a written notice (the "Offer Notice") to the Company and the other Investors (the "Other Investors"). The Offer Notice shall disclose in reasonable detail the proposed terms and conditions of the Transfer. First, the Company may elect to purchase all (but not less than all) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors (or any Affiliate thereof) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring Investor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Investor Stock being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees than offered to the Company and the Other Investors in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article II. Each Investor's "Pro Rata Share" Paragraph 59, during first twenty-four (24) months of the initial Lease term (the “First Offer Period”) Tenant shall have a continuing right of first offer (the “First Offer Right”) to lease the entire second floor (the “First Offer Space”) of the building located in the Project and known as 000-000 Xxxx Xxxxxxx Way (the “120 Building”), which First Offer Space shall be based upon such Investor's proportionate ownership deemed by the parties, for all purposes of all Investor Stock held by all Investors (exclusive this Lease, to consist of 30,267 rentable square feet of space. If Landlord and a prospective tenant of the Investor Stock held by First Offer Space (a “Prospective Tenant”) enter into a signed letter of intent covering the Transferring InvestorFirst Offer Space, Landlord shall notify Tenant in writing thereof (the “First Offer Notice”). If Tenant desires to lease the First Offer Space pursuant to the terms of this Paragraph 59, Tenant shall notify Landlord thereof in writing (the “Exercise Notice”) on not later than five (5) Business Days following Landlord’s delivery of the First Offer Notice to Tenant. (Tenant must lease the entire First Offer Space and may not lease only a fully-diluted basisportion thereof.) If Tenant does not deliver an Exercise Notice within the required five (5) Business Day period, then Landlord shall have a period of six (6) months to lease the First Offer Space to the Prospective Tenant that was a party to the subject letter of intent (or to an affiliate of such Prospective Tenant). If Landlord has not leased the First Offer Space to such Prospective Tenant (or its affiliate) within the aforementioned six (6) month period, or if Landlord desires to lease the First Offer Space to a different Prospective Tenant that has signed a letter of intent, then Landlord must again comply with the notice provisions above prior to leasing the First Offer Space to such Prospective Tenant.

First Offer Right. At least 30 60 days prior to making any Transfer of any Investor Stock Stockholder Shares by any holder of Stockholder Shares other than the Summit Stockholders (other than an Exempt Transfer) a Transfer pursuant to and in accordance with the provisions of Section 3(b), Section 4 or Section 5), the transferring Investor Stockholder (the "Transferring InvestorStockholder") shall deliver a written notice (the an "Offer Notice") to the Company and the other Investors (the "Other Investors")Summit Stockholders. The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares to be transferred, the proposed terms (including price) and conditions of the TransferTransfer and the identity and background of the prospective transferee(s) (if known) and shall constitute a binding offer to sell the Stockholder Shares on such terms and conditions. First, the Company may elect to purchase all (but not less than all) or any portion of the Investor Stock Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor Stockholder and the Other Investors Summit Stockholders as soon as practical but in any event within ten thirty (30) days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Investor Stock Stockholder Shares specified in the Offer Notice within such tenthirty-day period, each Other Investor Summit Stockholder (and/or its or any Affiliate thereofhis designees) may elect to purchase all (but not less than all) or a portion of its or his Pro Rata Share (as defined below) of the Investor Stock remaining available Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor Stockholder as soon as practical but in any event within 20 45 days after delivery of the Offer Notice. Any Investor Stock Stockholder Shares not elected to be purchased by the end of such 2045-day period shall be reoffered for the ten15-day period prior to the expiration of the Election Period by the Transferring Investor Stockholder on a pro rata basis to the Other Investors (or any Affiliate thereof) Summit Stockholders who have elected to purchase their entire Pro Rata ShareShare and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares. If the Company or any Other Investors and/or the Summit Stockholders have elected to purchase Investor Stock purchase, in the aggregate, all (but not less than all) of the Stockholder Shares specified in the Offer Notice from the Transferring InvestorStockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election noticesnotice(s) to the Transferring Stockholder, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors Summit Stockholders have not elected to purchase all of the Investor Stock being offeredStockholder Shares specified in the Offer Notice, then (i) neither the Company nor the Summit Stockholders shall be permitted to purchase any of the Stockholder Shares specified in the Offer Notice and (ii) the Transferring Investor Stockholder may, within 90 days after the expiration of the Election PeriodPeriod and subject to the provisions of Section 4 below, transfer all (but not less than all) such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) Stockholder Shares to one or more third parties (so long as such Person is not a competitor of the Company or any of its Subsidiaries as determined by the Board in its reasonable good faith judgment) at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Investors Summit Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Summit Stockholders under this Section 3(c) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or (unless and to the extent that the Offer Notice provides that such Stockholder Shares are to be purchased for cash in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article II). Each InvestorSummit Stockholder's "Pro Rata Share" shall be based upon such InvestorSummit Stockholder's proportionate ownership of all Investor Common Stock held by all Investors (exclusive of the Investor Stock held owned by the Transferring Investor) on a fully-diluted basisSummit Stockholders.

First Offer Right. (a) At least 30 days any time after the fifth anniversary of the date of this Agreement and prior to making a Qualified Public Offering, any Transfer of any Investor Stock (other than an Exempt Transfer) the transferring Other Investor (the "Transferring InvestorTRANSFERRING EQUITYHOLDER") shall may Transfer Units pursuant to a bona fide offer from a Person other than an Affiliate of such Other Investor by complying with this Section 4.2. In order to do so, the Transferring Equityholder must deliver a written notice (the "Offer NoticeOFFER NOTICE") to the Company other Equityholders and to the other Investors Company, disclosing the proposed number of Units (the "Other InvestorsSUBJECT UNITS"). The Offer Notice shall disclose ) to be transferred, the identity of the proposed purchasers, and, in reasonable detail detail, the proposed terms and conditions of the Transfer, which must include payment of the purchase price in cash at the closing of the Transfer. FirstThen, each of the Equityholders other than the Transferring Equityholder (collectively the "FIRST OFFER EQUITYHOLDERS") may elect to purchase its First Offer Percentage of the Units specified in the Offer Notice at the price per Unit in cash and on the other terms specified therein by delivering notice of such election to the Transferring Equityholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Equityholders elect to make such purchase, the remaining Subject Units shall be reoffered to those First Offer Equityholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase all of the Subject Units has been made or no First Offer Equityholder is willing to increase the number of Subject Units that it is electing to purchase. If the First Offer Equityholders have not elected to purchase all of the Subject Units within 45 days after delivery of the Offer Notice, the Company may elect to purchase all (but not less than all) of the Investor Stock Subject Units that the First Offer Equityholders did not elect to purchase at the price per unit in cash and on the other terms specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event Equityholder within ten 60 days after the delivery of the Offer Notice. If the Company has not and/or the First Offer Equityholders have elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in Subject Units from the Offer Notice at Transferring Equityholder, the price and on the terms specified therein by delivering written notice transfer of such election Units pursuant to such elections will be consummated at a time and place specified by the Transferring Investor as soon as practical but in any event Company within 20 90 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors If (or any Affiliate thereofand only if) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring Investor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors First Offer Equityholders have not elected to purchase all of the Investor Stock being offeredSubject Units within 60 days after delivery of the Offer Notice, the Transferring Investor may, within 90 days after the expiration elections of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) First Offer Equityholders to one purchase less than all of the Subject Units shall be ineffective and the Transferring Equityholder may, not less than 90 days or more third parties at a price no than 120 days after delivery of the Offer Notice, transfer all (but not less than all) of the price per share specified Subject Units to the proposed purchasers set forth in the Offer Notice at the same price per Unit in cash and on the same other terms no more favorable to the transferees than offered to the Company and the Other Investors First Offer Equityholders in the Offer Notice. The purchase price specified ; provided, that prior to such Transfer, such transferees shall have agreed in any Offer Notice shall writing to be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with bound by the provisions of this Article IIAgreement. Each Investor's "Pro Rata Share" shall If the Subject Units are not so transferred within such period, they will be based upon such Investor's proportionate ownership subject to the provisions of all Investor Stock held by all Investors (exclusive of the Investor Stock held by this Section 4.2(a) with respect to subsequent transfer and the Transferring Investor) on a fully-diluted basisEquityholder will not be entitled to deliver another Offer Notice for 90 days after the Subject Units again become subject to this Section 4.2(a).

First Offer Right. At least 30 20 days prior to making any Transfer of any Investor Stock (Shares, other than an Exempt Transfer) a Transfer of Shares held by the transferring Investor Group, the Stockholder intending to make such transfer (the "Transferring InvestorStockholder") shall deliver a written notice (the "Offer Notice") to the Company and the other Investors Stockholders (the "Other InvestorsStockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Shares to be transferred, the identity of the proposed transferee, and the proposed terms and conditions of the TransferTransfer and shall be accompanied by a bona fide offer to purchase such Shares on such terms and conditions from an Independent Third Party or other Person not an Affiliate of the Transferring Stockholder. First, the Company Each Other Stockholder may elect to purchase all (but not less than all) of its, his or her Pro Rata Share (as defined below) of the Investor Stock Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors Stockholder as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 10 days after delivery of the Offer Notice. Any Investor Stock Shares not elected to be purchased by the end of such 20-10 day period shall be reoffered for the ten-10 day period prior to the expiration of the Election Period by the Transferring Investor Stockholder on a pro rata basis to the Other Investors (or any Affiliate thereof) Stockholders who have elected to purchase their Pro Rata Share. If the Company or any Other Investors Stockholders have elected to purchase Investor Stock Shares from the Transferring InvestorStockholder, the transfer of such shares Shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 10 days after the expiration of the Election Period. To the extent that the Company and the Other Investors Stockholders have not elected to purchase all of the Investor Stock Shares being offered, the Transferring Investor Stockholder may, within 90 30 days after the expiration of the Election Period, transfer such Investor Stock which has not been purchased by Shares to the Company and proposed transferee named in the Other Investors (or any Affiliate thereof) to one or more third parties at a price no less than Offer Notice for the price per share Share specified in the Offer Notice and on the other terms no more favorable to the transferees than offered to the Company and the Other Investors conditions stated in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article IItransaction. Each InvestorStockholder's "Pro Rata Share" shall be based upon such InvestorStockholder's proportionate ownership of all Investor Stock held by all Investors (exclusive of the Investor Stock held by the Transferring Investor) Shares on a fully-diluted basis.

First Offer Right. At least 30 days prior (i) If a Minority Stockholder desires to making sell any Transfer of any Investor Stock such Minority Stockholder's Stockholder Shares (other than an Exempt Transfer) to a Permitted Transferee in accordance with Section 6(d), pursuant to a Public Sale or as otherwise permitted or required in accordance with the transferring Investor terms hereof), then such Minority Stockholder (the "Transferring InvestorSELLING STOCKHOLDER") shall deliver give a written notice (the "Offer SELLER's Notice") to the Company and the each other Investors Stockholder (the "Other InvestorsNON-SELLING STOCKHOLDERS") identifying the number and class(es) of Stockholder Shares to be sold (the "OFFERED SHARES"). The Offer Notice shall disclose in reasonable detail , the proposed method of sale, and the price and other material terms and conditions of such proposed sale. The Company may elect to assign its right to purchase the TransferOffered Shares to the Non-Selling Stockholders on a pro rata basis (based on the number of Stockholder Shares held by the Non-Selling Stockholders) within ten days following receipt of the Seller's Notice from the Selling Stockholder (the "COMPANY ASSIGNMENT"). FirstWithin 30 days following receipt of the Seller's Notice from the Selling Stockholder, the Company may (or, in the event the Company Assignment is made, the Non-Selling Stockholders), shall have the right to elect to purchase all (but not less than all) of the Investor Stock Offered Shares on substantially the same terms and subject to substantially the same conditions as those specified in the Offer Notice at Seller's Notice, exercisable by delivery to the price and on the terms specified therein by delivering Selling Stockholder of a written notice of such election electing to purchase the Transferring Investor and Offered Shares. In the Other Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected Assignment is made and any Non-Selling Stockholder fails to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified participate in the Offer Notice Selling Shareholder's sale of Offered Shares pursuant to this Section 6(a)(i), (A) at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 2030-day period the Selling Stockholder shall be reoffered for the ten-day period prior give notice of such failure to the expiration Non-Selling Stockholders who did so elect (the "PURCHASING STOCKHOLDERS") and (B) the Purchasing Stockholders each shall have ten days from the date such notice was given to agree to purchase such Non-Selling Stockholder's pro rata share of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors (or any Affiliate thereof) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring Investor, the transfer unsubscribed portion of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Investor Stock being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees than offered to the Company and the Other Investors in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article II. Each Investor's "Pro Rata Share" shall be based upon such Investor's proportionate ownership of all Investor Stock held by all Investors (exclusive of the Investor Stock held by the Transferring Investor) on a fully-diluted basisOffered Shares.

First Offer Right. At least 30 days prior (a) If any Member desires to making Transfer (a "Selling Member") any Transfer of or all its Units, Operating Company Shares or Convertible Securities to any Investor Stock (other than an Exempt Transfer) the transferring Investor third party, whether or not such third party has been identified (the "Transferring InvestorProposed Sale"), other than (i) to a Permitted Transferee, (ii) pursuant to the Registration Rights Agreement, (iii) pursuant to Rule 144, or (iv) pursuant to Section 9.4, Section 9.5 or Section 9.6, the Selling Member first shall deliver give a written notice (the "First Offer Notice") of such desire to the Company and each other Member. The First Offer Notice shall specify (A) the number of Units, Operating Company Shares or Convertible Securities, as the case may be, proposed to be sold (the "Offered Securities"), (B) the consideration to be paid for each Offered Security (expressed on a per Operating Company Share basis) (the "Offer Price"), (C) the identity of the prospective transferee(s) (if any), and (D) the other terms and conditions of the Proposed Sale. Each other Member shall have the right to purchase its Proportionate Interest of the Offered Securities at the Offer Price and on the other terms and conditions of the Proposed Sale specified in the First Offer Notice by giving notice (the "Acceptance Notice") to the Company and the other Investors (the "Other Investors"). The Offer Notice shall disclose in reasonable detail the proposed terms and conditions of the Transfer. First, the Company may elect to purchase all (but not less than all) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event Selling Member within ten days after the delivery receipt of the Offer Notice. If the Company has not elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 days after delivery of the First Offer Notice. Any Investor Stock not elected Member that elects to be purchased by purchase its Proportionate Interest also may indicate in its Acceptance Notice, if it so elects, its desire to purchase a portion of the end Offered Securities in excess of its Proportionate Interest, stating the maximum dollar amount of such 20-day period shall be reoffered for excess (the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors (or any Affiliate thereof) who have elected to purchase their Pro Rata Share"Excess Amount"). If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring Investor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Investor Stock being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) to one or more third parties at a price no Members decline to participate in such purchase or elect to purchase less than such Member's Proportionate Interest, then the price per share specified pro rata participations or the balance of such participations of such Members shall automatically be deemed to be accepted by any Member which sets forth an Excess Amount in its Acceptance Notice in an amount not greater than such Excess Amount, such acceptance to be allocated among such Members in proportion to their respective Proportionate Interests and, if the Offer Notice and on other terms no more favorable portion of the Offered Securities allocable to the transferees than offered to the Company and the Other Investors in the Offer Notice. The purchase price specified in any Offer Notice accepting Member exceeds its Excess Amount, such excess shall be payable solely allocated among the remaining Members electing to purchase an Excess Amount in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Periodproportion to their respective Proportionate Interests, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article II. Each Investor's "Pro Rata Share" and such procedure shall be based upon such Investor's proportionate ownership employed until the entire Excess Amount of Member electing to purchase an Excess Amount has been satisfied or all Investor Stock held by all Investors (exclusive of the Investor Stock held by the Transferring Investor) on a fully-diluted basisOffered Securities have been allocated.

First Offer Right. (a) At least 30 days any time after the fifth anniversary of the date of this Agreement and prior to making a Qualified Public Offering, any Transfer of any Investor Stock (other than an Exempt Transfer) the transferring Other Investor (the "Transferring InvestorTRANSFERRING STOCKHOLDER") shall may Transfer Shares pursuant to a bona fide offer from a Person other than an Affiliate of such Other Investor by complying with this Section 4.2; provided, that a Management Investor may not Transfer any Shares that are owned by such Management Investor on the date of this Agreement unless such Transfer includes all (and not less than all) Shares owned by the Management Investor on the date of this Agreement (including Shares that are Transferred pursuant to Section 4.3(a)(i), but not including any Shares that are Transferred pursuant to Section 4.3(a)(ii)). In order to do so, the Transferring Stockholder must deliver a written notice (the "Offer NoticeOFFER NOTICE") to the Company other Stockholders and to the other Investors Company, disclosing the proposed number and type of Shares (the "Other InvestorsSUBJECT SHARES"). The Offer Notice shall disclose ) to be Transferred, the identity of the proposed purchasers, and, in reasonable detail detail, the proposed terms and conditions of the Transfer, which must include payment of the purchase price in cash at the closing of the Transfer. FirstThen, each of the Stockholders other than the Transferring Stockholder that own Shares of the same type as the Subject Shares (collectively the "FIRST OFFER STOCKHOLDERS") may elect to purchase its First Offer Percentage of the Subject Shares specified in the Offer Notice at the price per Subject Share in cash and on the other terms specified therein by delivering notice of such election to the Transferring Stockholder within 30 days after the delivery of the Offer Notice; if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those First Offer Stockholders who have elected to make such purchase under procedures specified by the Company until either an election to purchase all of the Subject Shares has been made or no First Offer Stockholder is willing to increase the number of Subject Shares that it is electing to purchase. If the First Offer Stockholders have not elected to purchase all of the Subject Shares within 45 days after delivery of the Offer Notice, the Company may elect to purchase all (but not less than all) of the Investor Stock Subject Shares that the First Offer Stockholders did not elect to purchase at the price per Subject Share in cash and on the other terms specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event Stockholder within ten 60 days after the delivery of the Offer Notice. If the Company has not and/or the First Offer Stockholders have elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in Subject Shares from the Offer Notice at Transferring Stockholder, the price and on the terms specified therein by delivering written notice transfer of such election Subject Shares pursuant to such elections will be consummated at a time and place specified by the Transferring Investor as soon as practical but in any event Company within 20 90 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors If (or any Affiliate thereofand only if) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Stock from the Transferring Investor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors First Offer Stockholders have not elected to purchase all of the Investor Stock being offeredSubject Shares within 60 days after delivery of the Offer Notice, the Transferring Investor may, within 90 days after the expiration elections of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) First Offer Stockholders to one purchase less than all of the Subject Shares shall be ineffective and the Transferring Stockholder may, not less than 60 days or more third parties at a price no than 120 days after delivery of the Offer Notice, transfer all (but not less than all) of the price per share specified Subject Shares to the proposed purchasers set forth in the Offer Notice at the same price per Subject Share in cash and on the same other terms no more favorable to the transferees than offered to the Company and the Other Investors First Offer Stockholders in the Offer Notice. The purchase price specified ; provided, that prior to such Transfer, such transferees shall have agreed in any Offer Notice shall writing to be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with bound by the provisions of this Article IIAgreement. Each Investor's "Pro Rata Share" shall If the Subject Shares are not so transferred within such period, they will be based upon such Investor's proportionate ownership subject to the provisions of all Investor Stock held by all Investors (exclusive of the Investor Stock held by this Section 4.2(a) with respect to subsequent transfer and the Transferring Investor) on a fully-diluted basisStockholder will not be entitled to deliver another Offer Notice for 90 days after the Subject Shares again become subject to this Section 4.2(a).

First Offer Right. At least 30 days prior to making any ----------------- Transfer of any Investor Preferred Stock, Underlying Common Stock or the Notes (other than an Exempt Transfer) the transferring Investor (the "Transferring Investor") shall deliver a written notice (the "Offer Notice") to the Company and the other Investors (the "Other Investors"). The Offer Notice shall disclose in reasonable detail the proposed terms and conditions of the Transfer. First, the Company may elect to purchase all (but not less than all) of the Investor Preferred Stock, Underlying Common Stock or the Notes specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Investor Preferred Stock, Underlying Common Stock and the Notes within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Preferred Stock, Underlying Common Stock and the Notes specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Investor Preferred Stock, Underlying Common Stock or Notes not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to the Other Investors (or any Affiliate thereof) who have elected to purchase their Pro Rata Share. If the Company or any Other Investors have elected to purchase Investor Preferred Stock, Underlying Common Stock or Notes from the Transferring Investor, the transfer of such shares interests shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Investor Preferred Stock, Underlying Common Stock and the Notes being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Investor Preferred Stock, Underlying Common Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) Notes to one or more third parties at a price no less than the price per share (or price, in respect of the Notes) specified in the Offer Notice and on other terms no more favorable to the transferees than offered to the Company and the Other Investors in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Preferred Stock, Underlying Common Stock and Notes within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Preferred Stock, Underlying Common Stock and Notes except in accordance with the provisions of this Article IIparagraph 2. Each Investor's "Pro Rata Share" shall be based upon such Investor's proportionate ownership of all Investor Underlying Common Stock held by all Investors (exclusive of the Investor Underlying Common Stock held by the Transferring Investor) on a fully-diluted basis.

First Offer Right. At least 30 days Commencing June 1, 2000 and terminating May ----------------- 31, 2003, Tenant shall have a one-time right of first offer to lease each increment of space comprising two thousand (2,000) rentable square feet or more and located on the twelfth (12th) through seventeenth (17th) floors of the Building (each of which is a "First Offer Increment") which becomes "available for lease" after June 1, 2000 and prior to making May 31, 2003. Without limitation, an increment of space shall not be deemed "available for lease" within the meaning of this Paragraph 53 if (i) the then tenant under an expiring lease of such space desires to renew or extend its lease (regardless of whether such tenant shall now or at such time have a right or option to so renew or extend) or (ii) any Transfer tenant of the Building exercises an expansion option or right of first offer or refusal to lease such space, which expansion option or right of first offer or refusal has been granted prior to June 1, 2000. Upon Landlord obtaining knowledge of any Investor Stock such increment of space becoming available, Landlord shall so notify Tenant in writing, identifying the space and specifying the availability date (other than an Exempt Transfer) the transferring Investor (the "Transferring Investor") or estimated availability date); provided, however, that Landlord shall have no obligation to deliver a written any such availability notice (the "Offer Notice"i) prior to the Company June 1, 2000 (and the other Investors Tenant shall have no rights under this Paragraph 53 prior to such date), (the "Other Investors"). The Offer Notice shall disclose in reasonable detail the proposed terms and conditions of the Transfer. First, the Company may elect ii) prior to purchase all six (but not less than all6) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and the Other Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Investor Stock within such ten-day period, each Other Investor (or any Affiliate thereof) may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period months prior to the expiration estimated availability date, or (iii) in any given calendar year (and Tenant shall not have any right of first offer pursuant to this Lease during such calendar year) unless on or prior to December 1st of the Election Period by the Transferring Investor on a pro rata basis preceding calendar year Tenant shall deliver written notice to the Other Investors (or any Affiliate thereof) who have elected Landlord requesting that Landlord deliver to purchase their Pro Rata Share. If the Company or any Other Investors have elected Tenant availability notices pursuant to purchase Investor Stock from the Transferring Investor, the transfer of this Paragraph 53 during such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors have not elected to purchase all of the Investor Stock being offered, the Transferring Investor may, within 90 days after the expiration of the Election Period, transfer such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees than offered to the Company and the Other Investors in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does not dispose of its Investor Stock within the 90-day period after the expiration of the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article II. Each Investor's "Pro Rata Share" shall be based upon such Investor's proportionate ownership of all Investor Stock held by all Investors (exclusive of the Investor Stock held by the Transferring Investor) on a fully-diluted basisgiven calendar year.

First Offer Right. At least 30 days prior to making any Transfer of any Investor Stock Stockholder Shares (other than an Exempt Transfer) Transfer or a Public Sale), the transferring Investor (the "Transferring Investor") Optionee shall deliver a written notice (the an "Offer Notice") to the Company and the other Investors Stockholders (the "Other InvestorsStockholders"). The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares to be transferred and the proposed terms and conditions of the Transfer, and if the Optionee has identified or had any discussions with any prospective transferee, the Offer Notice shall also disclose the identity of the prospective transferees) (the purchase price specified in any Offer Notice shall be payable Solely in cash at the closing of the transaction or installments over time, and no Stockholder Shares may be pledged). First, the Company may elect to purchase all (but not less than all) of the Investor Stock Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor Optionee and the Other Investors Stockholders as soon as practical practical, but in any event within ten 10 days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Investor Stock Stockholder Shares within such ten10-day period, each Other Investor (or any Affiliate thereof) the other Stockholders may elect to purchase all (but not less than all) of its Pro Rata Share (as defined below) of the Investor Stock specified in the Offer Notice such Stockholder Shares at the price and on the terms specified therein in the Offer Notice by delivering written notice of such election to the Transferring Investor Optionee as soon as practical practical, but in any event within 20 days after delivery of the Offer Notice. Any Investor Stock not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Investor on a pro rata basis to If the Other Investors (or any Affiliate thereof) who Stockholders have in the aggregate elected to purchase their more than the number of Stockholder Shares being offered by the Optionee, the Stockholder Shares shall be allocated among the Other Stockholders electing to purchase shares according to each such Stockholder's Pro Rata Share. If the Company or any Other Investors Stockholders have elected to purchase Investor Stock Stockholder Shares from the Transferring InvestorOptionee, the transfer of such shares shall be consummated as soon as practical after the delivery of the election noticesnotice(s) to the Optionee, but in any event within 15 days after the expiration of the Election Period. To the extent that the Company and the Other Investors other Stockholders have not elected to purchase all of the Investor Stock Stockholder Shares being offered, the Transferring Investor Optionee may, within 90 days after the expiration of the Election Periodperiod and subject to the provisions of subparagraph (c) below, transfer all such Investor Stock which has not been purchased by the Company and the Other Investors (or any Affiliate thereof) Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Investors Stockholders in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. If the Transferring Investor does Any Stockholder Shares not dispose of its Investor Stock transferred within the such 90-day period after shall be reoffered to the expiration of Company, and the Election Period, it shall not subsequently dispose of its Investor Stock except in accordance with the provisions of this Article IIOther Stockholders prior to any subsequent Transfer. Each InvestorStockholder's "Pro Rata Share" shall be based upon such InvestorStockholder's proportionate ownership of all Investor Stock held by all Investors (exclusive shares of capital stock outstanding in the Investor Stock held by the Transferring Investor) Company on a fully-diluted basis.