Common use of First Refusal Clause in Contracts

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Purchase Event and prior to the later of (a) the expiration of 18 24 months immediately following the first purchase of shares of Issuer Common Stock pursuant to upon exercise of the Option and (b) the termination of the right to exercise the Option Termination Datepursuant to Section 3(c), if Grantee shall desire FirstMerit desires to sell, assign, transfer transfer, or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired purchased by it pursuant to upon exercise of the Option, it FirstMerit shall give Issuer Security First written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee FirstMerit to IssuerSecurity First, which may be accepted within 20 10 business days of the after receipt of such Offeror's NoticeNotice by Security First, to sell such shares or other securities to Security First on the same terms and conditions and at the same price at which Grantee is proposing to transfer as those set forth in the Option or such shares or other securities to such transfereeOfferor's Notice for the proposed transaction. The purchase of the Option or any such shares or other securities by Issuer Security First shall be settled within 10 business days of the date of the acceptance of the offer by Security First, and the purchase price shall be paid to Grantee FirstMerit in immediately available funds; provided that. Notwithstanding the foregoing, if prior notification to or approval of by the Federal Reserve or any other regulatory authority is required in connection with such purchase, Issuer Security First shall promptly file and expeditiously process the required notice or application for approval and shall expeditiously process the same (and Grantee FirstMerit shall xxxxxx- ate cooperate with Issuer Security First in the filing of any such notice or application and the obtaining of any such approval) ), and the period purchase of time that otherwise would run pursuant to this sentence such shares or other securities by Security First shall run instead from be settled within 10 business days after the date on which, as the case may be, (a) any required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passedobtained. In the event of the failure or refusal of Issuer Security First to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice Notice, or if the Federal Reserve or any other regulatory authority disapproves Issuerof Security First's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), FirstMerit may thereafter sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (wx) any disposition as a result of which the proposed transferee would own beneficially will purchase or acquire in such transaction not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of IssuerStock, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure ensure that no purchaser will purchase or acquire securities representing more than 2% of the outstanding voting power of Issuer Common Stock, or (z) any transfer to a wholly wholly-owned subsidiary of Grantee which FirstMerit that agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 business days ten Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 10 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of of: (a) the expiration of 18 14 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and Option; and (b) the Option Termination Expiration Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, , (a1) required notification period has expired or been terminated or terminated, or (b2) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 13 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer Issuer, or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 ten business days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, all but not less than them all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; PROVIDED, HOWEVER, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 9 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 24.9% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of of: (a) the expiration of 18 14 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and Option; and (b) the Option Termination Expiration Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, , (a1) required notification period has expired or been terminated or terminated, or (b2) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 13 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.by

First Refusal. At Subject to the provisions of Sections 9 and 10 herein, at any time after the first occurrence of a Triggering Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee the Holder shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee the Holder to Issuer, which may be accepted accepted, in whole but not in part, within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee Issuer is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 20 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee the Holder in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, . If Issuer shall promptly file the required notice fail or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee Holder may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Holder may otherwise have if Issuer has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (xb) any disposition of Issuer Common Stock or other securities by a person Person to whom grantee the Holder has assigned its rights under the Option with the consent of Issuer, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of Grantee the Holder which agrees in writing to be bound by the terms hereof.

First Refusal. At If at any time after during the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 eighteen months immediately following the first purchase of shares of Issuer American Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee Wesbanco shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer American Common Stock or other securities acquired by it pursuant to the OptionOption other than in accordance with the put-back rights in Section 9 hereof, it shall give Issuer American written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee Wesbanco to IssuerAmerican, which may be accepted within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee Wesbanco is proposing to transfer the Option or such shares or other securities to such transfereea third party. The purchase of the Option or Settlement for any such shares or other securities purchased by Issuer American shall be settled within 10 15 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee Wesbanco in immediately available funds; provided that, that if prior notification to or approval of any federal or state regulatory authority is required in connection with such purchase, Issuer American shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) which any required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, and any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer American to purchase all of the Option or all of the shares or other securities covered by an the Offeror's Notice or if any applicable regulatory authority disapproves Issuershall disapprove American's proposed purchase of any portion of the Option or such shares or other securitiesshares, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), Wesbanco may sell all, but not less than all, of such portion of the Option or shares to such shares or other securities to the proposed transferee third party at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 9 shall not apply to (w) any disposition (i) as a result of which the proposed transferee would own beneficially not more than 2% five percent of the then outstanding voting power shares of IssuerAmerican Common Stock, (xii) any disposition of Issuer American Common Stock or other securities by a person to whom grantee which Wesbanco has assigned its rights under the Option in accordance with the consent of Issuer, (ySection 11(c) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer hereof or (ziii) any transfer pursuant to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms registration under Section 7 hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt by Issuer of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) the required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to to, the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if If Grantee shall desire desires to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the exercise of the Option, it shall will give Issuer written notice of the proposed transaction (an the "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied the proposed purchase price and the terms of such proposed transaction. For ten business days following receipt of such notice, Issuer shall have the option to elect by a copy of a binding offer written notice to purchase all, but not less than all, of the Option or such shares Issuer Common Stock or other securities signed by such transferee and setting forth the terms of the proposed transaction. An specified in Offeror's Notice at the price and upon the terms set froth in such notice. (b) The closing of any repurchase of Option Shares pursuant to this Section 5.3 shall be deemed an offer by Grantee to Issuer, which may be accepted take place within 20 ten business days of the receipt of Issuer's election to purchase such Offeror's NoticeOption Shares. On such closing date, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and pay the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with thereupon surrender to Issuer in the filing certificate or certificates evidencing the shares of any such notice Issuer Common Stock or application and other securities repurchased by the obtaining of any such approval) and the period of time that otherwise would run Issuer pursuant to this sentence shall run instead from Section 5.3. (c) If Issuer does not elect to purchase the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal shares of Issuer to purchase all of the Option or all of the shares Common Stock or other securities covered by an designated in the Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securitiesNotice, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares of Issuer Common Stock or other securities to the proposed transferee at no less than the price specified and on terms no not more favorable to the transferee than those set forth in the Offeror's Notice. ; provided, however, that the provisions of this Section 5.3(c) will not limit the rights Grantee many otherwise have if Issuer has elected to purchase such shares of Issuer Common Stock or other securities and wrongfully refuses to complete such purchase. (d) The requirements of this Section 11 shall 5.3 will not apply to (wi) any sale, assignment, transfer or disposition to an affiliate of Grantee; provided, however, that such affiliate agrees to be bound by the terms hereof, (ii) any sale, assignment, transfer or disposition as a result of which the proposed transferee would own beneficially not more than 25% of the outstanding voting power of the Issuer, or (xiii) any disposition of Issuer Common Stock sales or other securities transfers by Grantee in a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereofunderwritten offering.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) If the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire desires to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the exercise of the Option, it shall will give the Issuer written notice of the proposed transaction (an the "OFFEROR'S NOTICEOfferor's Notice"), ---------------- identifying the proposed transferee, accompanied by a copy of a binding offer to the proposed purchase the Option or such shares or other securities signed by such transferee price and setting forth the terms of the such proposed transaction. An For 10 business days following receipt of such notice, the Issuer shall have the option to elect by written notice to purchase all, but not less than all, of the shares specified in Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing and upon the terms set forth in such notice. (b) The closing of any repurchase of Option Shares pursuant to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer this Section 5.3 shall be settled take place within 10 business days of the date of Issuer's election to purchase such shares. On the acceptance of closing date, the offer and Issuer shall pay the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file and the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with thereupon surrender to the Issuer in the filing certificate or certificates evidencing the shares of any such notice or application and Issuer Common Stock repurchased by the obtaining of any such approval) and the period of time that otherwise would run Issuer pursuant to this sentence shall run instead from Section 5.3. (c) If the date on which, as Issuer does not elect to purchase the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal shares of Issuer to purchase all of the Option or all of the shares Common Stock or other securities covered by an designated in the Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares of Issuer Common Stock or other securities to the proposed transferee at no less than the price specified and on terms no not more favorable to the transferee than those set forth in the Offeror's Notice. , provided, however, that the provisions of this Section 5.3(c) will not limit the rights the Grantee may otherwise have if the Issuer has elected to purchase such shares of Issuer Common Stock or other securities and wrongfully refuses to complete such purchase. (d) The requirements of this Section 11 shall 5.3 will not apply to (wi) any sale, assignment, transfer or disposition to an affiliate of the Grantee; provided that such affiliate agrees to be bound by the terms hereof, (ii) any sale, assignment, transfer or disposition as a result of which the proposed transferee would own beneficially not more than 25% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (ziii) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound sales or transfers by the terms hereofGrantee in a registered underwritten offering.

First Refusal. At any time after the first occurrence of a ------------- Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt by Issuer of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) the required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to to, the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Sections 4 and 5 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Section 4, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days Business Days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, . If Issuer shall promptly file the required notice fail or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securitiesNotice, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights Grantee may otherwise have if Issuer has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 6 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 24.9% of the outstanding voting power of Issuer, (xb) any disposition of Issuer Common Stock or other securities by a person Person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of Grantee which agrees in writing to be bound by the terms hereof; provided, however, that Grantee shall be permitted to sell any Option Shares if such sale is made pursuant to a tender or exchange offer that has been approved or recommended by a majority of the members of Issuer's Board of Directors.

First Refusal. At If at any time after during the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 eighteen months immediately following the first purchase of shares of Issuer Commercial Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee Wesbanco shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Commercial Common Stock or other securities acquired by it pursuant to the OptionOption other than in accordance with the put-back rights in Section 9 hereof, it shall give Issuer Commercial written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee Wesbanco to IssuerCommercial, which may be accepted within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee Wesbanco is proposing to transfer the Option or such shares or other securities to such transfereea third party. The purchase of the Option or Settlement for any such shares or other securities purchased by Issuer Commercial shall be settled within 10 15 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee Wesbanco in immediately available funds; provided that, that if prior notification to or approval of any federal or state regulatory authority is required in connection with such purchase, Issuer Commercial shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) which any required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, and any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer Commercial to purchase all of the Option or all of the shares or other securities covered by an the Offeror's Notice or if any applicable regulatory authority disapproves Issuershall disapprove Commercial's proposed purchase of any portion of the Option or such shares or other securitiesshares, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), Wesbanco may sell all, but not less than all, of such portion of the Option or shares to such shares or other securities to the proposed transferee third party at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 9 shall not apply to (w) any disposition (i) as a result of which the proposed transferee would own beneficially not more than 2% five percent of the then outstanding voting power shares of IssuerCommercial Common Stock, (xii) any disposition of Issuer Commercial Common Stock or other securities by a person to whom grantee which Wesbanco has assigned its rights under the Option in accordance with the consent of Issuer, (ySection 11(c) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer hereof or (ziii) any transfer pursuant to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms registration under Section 7 hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) If the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire desires to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the exercise of the Option, it shall will give the Issuer written notice of the proposed transaction (an the "OFFEROR'S NOTICEOfferor's Notice"), ---------------- identifying the proposed transferee, accompanied by a copy of a binding offer to the proposed purchase the Option or such shares or other securities signed by such transferee price and setting forth the terms of the such proposed transaction. An For 10 business days following receipt of such notice, the Issuer shall have the option to elect by written notice to purchase all, but not less than all, of the shares specified in Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing and upon the terms set forth in such notice. (b) The closing of any repurchase of Option Shares pursuant to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer this -Section 5.3 shall be settled take place within 10 business days of the date of Issuer's election to purchase such shares. On the acceptance of closing date, the offer and Issuer shall pay the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file and the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with thereupon surrender to the Issuer in the filing certificate or certificates evidencing the shares of any such notice or application and Issuer Common Stock repurchased by the obtaining of any such approval) and the period of time that otherwise would run Issuer pursuant to this sentence shall run instead from Section 5.3. (c) If the date on which, as Issuer does not elect to purchase the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal shares of Issuer to purchase all of the Option or all of the shares Common Stock or other securities covered by an designated in the Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares of Issuer Common Stock or other securities to the proposed transferee at no less than the price specified and on terms no not more favorable to the transferee than those set forth in the Offeror's Notice. , provided, however, that the provisions of this Section 5.3(c) will not limit the rights the Grantee may otherwise have if the Issuer has elected to purchase such shares of Issuer Common Stock or other securities and wrongfully refuses to complete such purchase. (d) The requirements of this Section 11 shall 5.3 will not apply to (wi) any sale, assignment, transfer or disposition to an affiliate of the Grantee; provided that such affiliate agrees to be bound by the terms hereof, (ii) any sale, assignment, transfer or disposition as a result of which the proposed transferee would own beneficially not more than 25% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (ziii) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound sales or transfers by the terms hereofGrantee in a registered underwritten offering.

First Refusal. At If at any time after during the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 eighteen months immediately following the first purchase of shares of Issuer American Common Stock pursuant to the Option and (b) the Option Termination DateOption, if Grantee Wesbanco shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer American Common Stock or other securities acquired by it pursuant to the OptionOption other than in accordance with the put- back rights in Section 9 hereof, it shall give Issuer American written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee Wesbanco to IssuerAmerican, which may be accepted within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee Wesbanco is proposing to transfer the Option or such shares or other securities to such transfereea third party. The purchase of the Option or Settlement for any such shares or other securities purchased by Issuer American shall be settled within 10 15 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee Wesbanco in immediately available funds; provided that, that if prior notification to or approval of any federal or state regulatory authority is required in connection with such purchase, Issuer American shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) which any required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, and any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer American to purchase all of the Option or all of the shares or other securities covered by an the Offeror's Notice or if any applicable regulatory authority disapproves Issuershall disapprove American's proposed purchase of any portion of the Option or such shares or other securitiesshares, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), Wesbanco may sell all, but not less than all, of such portion of the Option or shares to such shares or other securities to the proposed transferee third party at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 9 shall not apply to (w) any disposition (i) as a result of which the proposed transferee would own beneficially not more than 2% five percent of the then outstanding voting power shares of IssuerAmerican Common Stock, (xii) any disposition of Issuer American Common Stock or other securities by a person to whom grantee which Wesbanco has assigned its rights under the Option in accordance with the consent of Issuer, (ySection 11(c) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer hereof or (ziii) any transfer pursuant to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms registration under Section 7 hereof.

First Refusal. At any time after During the first occurrence forty-eight (48) months of the Lease Term, provided Tenant is not then in default beyond any applicable grace period, Tenant shall have the right of first refusal an the sale by Landlord of some or all of the Premises to a Triggering Event third party other than an Affiliate of Landlord. During such 48-month period, if Landlord receives an offer to purchase some or all of the premises from a third party other than an Affiliate of Landlord (“Buyer”), which Landlord wishes to accept, Landlord shall first provide Tenant with written notice of the offer, together with a copy of any related purchase contract, agreement of sale, escrow instructions, or other written expression of the offer which shall set forth all material terms of the proposed sale. Tenant shall have fifteen (15) days after Landlord’s notice of the offer in which to elect to purchase the Premises (or portion thereof covered by the offer) on the same terms as the offer by giving Landlord written notice of such election. If Tenant fails to timely elect to exercise its purchase option, then Landlord shall be free to accept the offer and prior proceed with the sale to the later third party. If the sale fails to close, future offers made within the 48-month period shall be subject to Tenant’s right of first refusal. If Tenant exercises its right of first refusal, escrow shall open within ten (a10) days of Tenant’s notice exercising its option to purchase and shall close on the expiration same terms arid conditions as the offer. Irrespective of 18 months immediately following whether the first purchase third party offer may impose such requirement upon Landlord, in any sale of shares all or part of Issuer Common Stock the Premises by Landlord to Tenant pursuant to the Option this right of first refusal, Landlord shall have no obligation to provide Tenant with any environmental audit or report nor with any warranties and (b) the Option Termination Daterepresentations regarding environmental laws or issues. This right of first refusal shall not apply to or have any effect on any sale, if Grantee shall desire to selltransfer, assign, transfer or otherwise dispose encumbrance of all or any part of the Option Premises by Landlord to an Affiliate. For purposes of this paragraph, an “Affiliate” of Landlord shall mean: any successor to Landlord by merger, consolidation, roll up, acquisition, or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or dissolution; any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of Landlord’s, or, if Landlord is an entity, then its partners’; members’, shareholders’, or beneficiaries’, spouse, children, grandchildren, brothers, sisters, parents, nieces, or nephews, or any combination thereof, whether individually or as the shares partners, members, shareholders or beneficiaries in or of an entity; or, any entity in which Landlord or its partners, members, shareholders, or beneficiaries hold a controlling interest. If, escrow fails to close for any reason other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securitiesthan Landlord’s default, Grantee maythen, within 60 days from the date of the Offeror's Notice (subject in addition to any necessary extension for regulatory notificationother remedies available to Lender, approval or waiting periods), sell all, but not less than all, Tenant’s right of such portion of the Option or such shares or other securities first refusal shall terminate as to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereofall future offers.

First Refusal. At Subject to the provisions of Sections 5 and 6 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer UPR Common Stock pursuant to the Option and (b) the Option Termination DateUPR Stock Option, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the UPR Stock Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the UPR Stock Option, it shall give Issuer UPR written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to IssuerUPR, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer UPR shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If UPR shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; PROVIDED, HOWEVER, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if UPR has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of IssuerUPR, (xb) any disposition of Issuer UPR Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the UPR Stock Option with the consent of IssuerUPR, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Subsequent Triggering Event and prior to the later of (a) the expiration of 18 24 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the termination of the Option Termination Datepursuant to Section 3(a), if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by from such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 10 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of the OTS or any regulatory authority other Governmental Entity is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (ai) any required notification period has expired or been terminated or (bii) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if the OTS or any regulatory authority other Governmental Entity disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified specified, and on terms no more favorable than those set forth specified, in the Offeror's Notice. The requirements 10 of this Section 11 shall not apply to (wA) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (xB) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (yC) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zD) any transfer to a Sub or to any other wholly owned subsidiary of Grantee which Parent that agrees in writing to be bound by the terms hereof.

First Refusal. At If Landlord, at any time during the Term of this Lease, receives an offer (“Offer”) in the form of a written and executed “Letter of Intent” or “Proposal Letter”, acceptable to the Landlord, from third parties to lease any space within the Building that becomes vacant and which space Landlord otherwise is not committed to lease to an existing tenant within the Building under lease existing as of the date hereof, Landlord will notify Tenant in writing and include in such notice the business terms of such Offer. Tenant will have ten (10) business days from and after the date of its receipt of such notice from Landlord in which to elect by notice to Landlord to lease such space for the consideration and on the terms contained in the Offer. If Tenant elects to exercise this right of first occurrence refusal, Landlord and Tenant will amend this Lease to include such additional space on the terms stated in the Offer. The execution of a Triggering Event and prior to the Lease Amendment will take place on or before the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting applicable commencement date set forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated Offer or (b) fifteen (15) days after the date that Landlord receives Tenant’s acceptance notice. If Tenant fails to deliver its acceptance notice within such approval has been obtained andten (10) business day period, Tenant shall be deemed to have rejected the Offer and thereafter Landlord shall be free to lease the space subject to the Offer to the prospective tenant upon economic terms substantially similar to those contained in either event, the Offer at any requisite waiting period shall have passedtime after expiration of such ten (10) business day period. Tenant’s right of first refusal will be deemed a continuing right throughout the term and will apply to all space which becomes vacant within the Building. In the event of Tenant elects to lease the failure or refusal of Issuer to purchase all of space, then notwithstanding the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those term set forth in the Offeror's Notice. The requirements Offer, the term for such space will be co-terminus with the Term of this Section 11 Lease. Waivers - The acceptance of rent or other payments by Landlord, or the endorsement or statement on any check or any letter accompanying any check for rent or other payment shall not apply be deemed an accord or satisfaction or waiver of any obligation of Tenant regardless of whether Landlord had knowledge of any breach of such obligation. Neither failure to (w) insist on compliance with any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting terms, covenants, or conditions, nor any waiver or relinquishment of any right or power hereunder, at any one time or more times, shall be deemed a waiver or relinquishment of Issuer, (x) such rights and power at any disposition of Issuer Common Stock other time or times or under any other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereofcircumstances.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of of: (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and Option; and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 10 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, , (a1) required notification period has expired or been terminated or terminated, or (b2) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 12 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.no

First Refusal. At Subject to the provisions of Sections 5 and 6 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer UPR Common Stock pursuant to the Option and (b) the Option Termination DateUPR Stock Option, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the UPR Stock Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the UPR Stock Option, it shall give Issuer UPR written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to IssuerUPR, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer UPR shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If UPR shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if UPR has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of IssuerUPR, (xb) any disposition of Issuer UPR Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the UPR Stock Option with the consent of IssuerUPR, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after If, at anytime during the first occurrence Term of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Datethis ------------- Lease, if Grantee shall desire to sell, assign, transfer either LESSOR or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (LESSEE receives an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth Premises, in the terms case of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to IssuerLESSOR, which may be accepted within 20 business days or this Lease and/or the building on the Premises, in the case of the LESSEE, and LESSOR or LESSEE (whichever receives such offer), and intends to accept such offer, then it shall, prior to accepting such offer, give the other party (the electing party) a copy of such offer. The LESSEE, if it is the electing party, shall have ninety (90) days from receipt of such Offeror's Noticeoffer and the LESSOR, if it is the electing party, shall have one hundred eighty (180) days from receipt of such offer in which to elect, by written notice to the party initially receiving such offer, to purchase the Premises, or this Lease and/or the building on the Premises, on the same exact terms and conditions (except for the closing date) contained in such offer. If the electing party elects to purchase, then the purchase and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer sale shall be settled consummated within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same sixty (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval60) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion delivery of the Option or electing party's notice that it will accept such shares or other securities offer, such closing to be at the time and place designated by such electing party by a second notice delivered to the proposed transferee first party at no less than lease twenty (20) days prior to the price specified Closing. At the Closing, LESSOR and on terms no more favorable than those set forth LESSEE shall consummate the transaction in accordance with the Offeror's Noticeinitial offer. The requirements provisions of this Section 11 18.02 shall not apply to a transfer (wi) by LESSOR or LESSEE to a "Permitted Transferee" (defined below), of (ii) or to any disposition as transfer in connection with a result foreclosure, by deed in lieu of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock foreclosure or other securities by a person Leasehold Mortgagee, or (iii) to whom grantee has assigned its rights under the Option any transfer in connection with the consent financing, by LESSEE, of Issuerimprovements on the Premises(including, but not limited to, a synthetic lease or a sale/leaseback transaction) or to the transfer in connection with the exercise of any purchase options which may be contained in the synthetic lease or sale/leaseback documents or (yiv) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to one property in a wholly owned subsidiary of Grantee which agrees in writing to be bound portfolio sale by the terms hereof.X. Xxxxx

First Refusal. At any time after If the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Company Common Stock or other securities Option Securities acquired by it pursuant to the Option, it shall will give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's --------- Notice"), identifying the proposed transferee, accompanied by a copy of a ------ binding offer to purchase the Option or such shares of Company Common Stock, Options or other securities Option Securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall will be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten (10) Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares of Company Common Stock, Options or other securities Option Securities to such transferee. The purchase of the Option or any such shares of Company Common Stock, Options or other securities Option Securities by Issuer shall the Company will be settled within 10 business days ten (10) Business Days of the date of the acceptance of the offer and the purchase price shall will be paid to the Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer the Company to purchase all of the Option or all of the shares of Company Common Stock, Options or other securities Option Securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty (60) days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion shares of the Option or such shares Company Common Stock, Options or other securities Option Securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence will not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares of Company Common Stock, Options or other Option Securities subject thereto. The requirements of this Section 11 shall 24 will not apply to (wa) any disposition as a ---------- result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities Option Securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly wholly-owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) If the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire desires to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the exercise of the Option, it shall will give the Issuer written notice of the proposed transaction (an the "OFFEROR'S NOTICEOfferor's Notice"), identifying --------- ------ the proposed transferee, accompanied by a copy of a binding offer to the proposed purchase the Option or such shares or other securities signed by such transferee price and setting forth the terms of the such proposed transaction. An For 10 business days following receipt of such notice, the Issuer shall have the option to elect by written notice to purchase all, but not less than all, of the shares specified in Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing and upon the terms set forth in such notice. (b) The closing of any repurchase of Option Shares pursuant to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer this Section 5.3 shall be settled take place within 10 business days of the date of Issuer's election to purchase such shares. On the acceptance of closing date, the offer and Issuer shall pay the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file and the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with thereupon surrender to the Issuer in the filing certificate or certificates evidencing the shares of any such notice or application and Issuer Common Stock repurchased by the obtaining of any such approval) and the period of time that otherwise would run Issuer pursuant to this sentence shall run instead from Section 5.3. (c) If the date on which, as Issuer does not elect to purchase the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal shares of Issuer to purchase all of the Option or all of the shares Common Stock or other securities covered by an designated in the Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares of Issuer Common Stock or other securities to the proposed transferee at no less than the price specified and on terms no not more favorable to the transferee than those set forth in the Offeror's Notice. , provided, however, that the provisions of this Section 5.3(c) will not limit the rights the Grantee may otherwise have if the Issuer has elected to purchase such shares of Issuer Common Stock or other securities and wrongfully refuses to complete such purchase. (d) The requirements of this Section 11 shall 5.3 will not apply to (wi) any sale, assignment, transfer or disposition to an affiliate of the Grantee; provided that such affiliate agrees to be bound by the terms hereof, (ii) any sale, assignment, transfer or disposition as a result of which the proposed transferee would own beneficially not more than 25% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (ziii) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound sales or transfers by the terms hereofGrantee in a registered underwritten offering.

First Refusal. At Subject to the provisions of Sections 5 and 6 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Anadarko Common Stock Shares pursuant to the Option and (b) the Option Termination DateAnadarko Stock Option, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Anadarko Stock Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Anadarko Stock Option, it shall give Issuer Anadarko written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to IssuerAnadarko, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer Anadarko shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If Anadarko shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if Anadarko has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of IssuerAnadarko, (xb) any disposition of Issuer Anadarko Common Stock Shares or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Anadarko Stock Option with the consent of IssuerAnadarko, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) So long as the lease shall remain in full force and effect, without default on the part of Lessee, Lessee shall have the right of "first refusal" (as described herein below) to lease either (i) 2,000 square feet of space fronting on Xxxxxx Avenue being a portion of the 3,095 square foot square store premises (the "Pediatric Space") currently leased by Pediatric Health Care Associates, P.C. ("Pediatric") under a lease which expires by its terms on January 31, 2001 or (ii) the entire Pediatric Space. (b) Lessor has advised Lessee that Pediatric has an option to extend the term of its lease for an additional five (5) year period after January 31, 2001. Lessor agrees that it shall not grant any right or option to use or occupy all or any portion of the Pediatric Space to any other person or entity (unless such right or option is expressly subject to the right of first refusal herein provided to Lessee), however, nothing herein shall preclude Lessor from further extending the term of the lease with Pediatric or entering into a new lease with Pediatric with respect to the Pediatric Space on any terms and conditions whatsoever without complying with the terms of this paragraph. (c) When such space shall become, or shall be about to become within the next twelve (12) months (as determined by Lessor) available for leasing, whether at the expiration of 18 months immediately following the first purchase lease term applicable thereto or earlier, Lessor shall give Lessee written notice thereof (the "Availability Notice"). If within five (5) business days after delivery of shares the Availability Notice, Lessee shall give Lessor written notice that Lessee is interested in leasing either (i) 2,000 square feet of Issuer Common Stock pursuant space within the Pediatric Space fronting on Xxxxxx Avenue or (ii) the entire Pediatric Space, Lessor agrees that for a period of thirty (30) days it will negotiate in good faith with Lessee towards arriving at the terms upon which said space shall be added to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passedPremises. In the event that within such period such negotiations shall not result in an agreement upon said terms, Lessor thereafter may lease said space to any other tenant without re-offering the same to Lessee. (d) If Lessee shall be unable to deliver said space to Lessee on the date agreed upon by reason of the failure or refusal of Issuer to purchase all holding over of the Option or all of the shares tenant or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase occupant, Lessor shall use reasonable efforts to obtain possession of any portion of the Option or such shares or other securitiessaid space, Grantee may, within 60 days from the date of the Offeror's Notice (but Lessor shall not be subject to any necessary extension liability for regulatory notificationfailure so to give possession of said space. It is expressly understood and agreed that unless Lessor and Lessee shall agree otherwise, approval or waiting periods), sell all, but not less than all, of Lessee shall take such portion of the Option or space "as is" and without any requirement that Lessor shall do any work therein in order to prepare such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities space for occupancy by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereofLessee.

First Refusal. At Subject to the provisions of Sections 5 and 6 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Anadarko Common Stock Shares pursuant to the Option and (b) the Option Termination DateAnadarko Stock Option, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Anadarko Stock Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Anadarko Stock Option, it shall give Issuer Anadarko written notice of the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to IssuerAnadarko, which may be accepted accepted, in whole but not in part, within 20 business days Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer Anadarko shall be settled within 10 business days 20 Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If Anadarko shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; PROVIDED, HOWEVER, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if Anadarko has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of IssuerAnadarko, (xb) any disposition of Issuer Anadarko Common Stock Shares or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Anadarko Stock Option with the consent of IssuerAnadarko, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At In the event that the Company proposes any time after Sale of the Premium Brand, and such Person makes a bona fide offer therefore, the Company shall first occurrence of a Triggering Event and give written notice (the “First Refusal Notice”) to Lender prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice closing of the proposed transaction (an "OFFEROR'S NOTICE"), identifying sale of the proposed transferee, accompanied by a copy Premium Brand. The First Refusal Notice shall describe all of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issueroffer, which may be accepted within 20 business days including the purchase price (the “Applicable Price”), the payment terms, the identity of the offeror (and any Affiliates or ultimate beneficiaries of the offeror) and any other relevant terms. The Lender shall have the option to purchase the Premium Brand, or to designate a third party to make such purchase for the Applicable Price and on the payment terms described in the First Refusal Notice. (i) The Lender shall notify the Company as to whether it intends to exercise such option to purchase (the “Exercise Notice”) no event later than [***] days after receipt of such Offeror's Notice, on the same terms and conditions and at First Refusal Notice (the same price at which Grantee is proposing “Option Period”). Lender shall provide the Company with a deposit equal to transfer [***] of the Option or such shares or other securities to such transferee. The purchase Applicable Price within [***] days after the expiration of the Option or any such shares or other securities Period. All deposits will be held in escrow by Issuer shall be settled within 10 business days the Company’s attorney until the closing of the date of the acceptance of the offer and the purchase price sale, which closing shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with take place within [***] days after such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed[***] day period. In the event that the Lender fails to close the purchase within the aforementioned [***] day period, the Company shall keep the deposit given with respect to the unpurchased assets or interest as compensation for lost opportunity costs. The parties hereby agree that an actual determination of the failure damages suffered by the Company under the above circumstances would be difficult, if not impossible, to calculate and, thus, further agree that such [***] deposit reasonably estimates the damages such Company would suffer. (ii) If Lender fails to notify the Company within the Option Period, then the Company shall be free to sell the Premium Brand assets or refusal equity offered in the First Refusal Notice, but such sale shall be subject to the following conditions: (A) such sale must be to the Person identified as the offeror in the First Refusal Notice; (B) the closing of Issuer to purchase all such sale must take place within [***] days after the expiration of the Option or all Period; (C) the terms of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of sale must be the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than same as those set forth described in the Offeror's First Refusal Notice. The requirements of this Section 11 shall not apply to ; (wD) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees offeror must agree in writing to be bound by all of the terms hereofof this Agreement and the other agreements applicable to SCV and Lender with respect to the Premium Brand and such writing must be delivered to the Lender on or before the closing date of such sale.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Datean Exercise Event, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a bona fide binding offer offer, which is not subject to financing or other material conditions other than regulatory approvals, to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 ten business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the 11 Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 ten business days of the date of the acceptance of the offer (or such later date on which any conditions of such offer would have been reasonably satisfied or waived had the offer not been accepted by the Company) and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 sixty days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 10 shall not apply to (wa) any disposition as a result of which the proposed transferee (together with the proposed transferee's affiliates) would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Section 4 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Parent Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Parent written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Parent, which may be accepted accepted, in whole but not in part, within 20 business days ten Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Parent shall be settled within 10 business days ten Business Days of the date of the acceptance of the offer other and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Parent shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Parent has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Parent, (xb) any disposition of Issuer Parent Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Parent, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At If a Shareholder at any time, or from time after to time receives a bona fide offer from a person or entity not a party to this Agreement to purchase any Shares (the first occurrence of a Triggering Event and "Third Party Offer"), prior to the later of acceptance thereof, such Shareholder (athe "Offering Shareholder") the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant shall give notice thereof to the Option and other parties hereto. Such notice (bthe "Offering Notice") the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any contain a detailed description of the Option or Third Party Offer, including, but not limited to, the shares name and address of Issuer Common Stock or other securities acquired the offeror and the price at which and terms upon which such Shares (the "Offered Shares") are proposed to be transferred. The Offering Notice shall be deemed to be an offer by it pursuant the Offering Shareholder to sell all Offered Shares to the Optionother parties hereto, it who shall give Issuer written notice of have the proposed transaction (an "OFFEROR'S NOTICE"), identifying the proposed transferee, accompanied by a copy of a binding following options to accept such offer to purchase the Option or such shares or other securities signed by such transferee and setting forth in accordance with the terms of the proposed transaction. An Offeror's Notice Offering Notice: (1) The Offering Shareholder shall be deemed an first offer by Grantee the Offered Shares to Issuerthe Corporation, which may be accepted within 20 business shall have sixty days in which to accept all of the receipt of such Offeror's Notice, on Offered Shares at the same purchase price and other terms and conditions and at set forth in the same price at which Grantee Third Party Offer. (2) If the Offered Shares offered pursuant to the foregoing offer is proposing to transfer not accepted, the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer Offered Shares shall be settled within 10 business offered to the other Shareholders, who shall have sixty days in which to accept, pro rata in accordance with the relative share holdings of the date those Shareholders so electing, all of the acceptance of the offer and such Offered Shares at the purchase price and other terms and conditions set forth in the Third Party Offer. (3) All acceptances of Offered Shares shall be paid effected by notice (the "Acceptance Notice") given to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process Offering Shareholder within the same applicable time limits hereinabove specified. (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval4) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase If all of the Option or all Offered Shares are not accepted pursuant to the foregoing clauses 1 and 2 of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice this subsection (subject to any necessary extension for regulatory notification, approval or waiting periodsA), sell then all, but not less than all, of such portion of the Option or such shares or other securities Offered Shares may be transferred by the Offering Shareholder, at any time within thirty days after the last Acceptance Notice was permitted to have been given, to the proposed transferee offeree named in the Offering Notice at no less than the price specified and on upon the other terms no more favorable than those and conditions set forth in the Offeror's Offering Notice. ; provided, however, that the Offering Shareholder is able to certify and certifies to the other parties hereto that the transfer of the Offered Shares is to the proposed offeree named in the Offering Notice and pursuant to the terms and conditions set forth in the Offering Notice. (5) Contemporaneously with the giving of an Offering Notice, the Offering Shareholder shall seek to assure that such notice is actually received by the non-Offering Shareholders by making a good faith attempt to orally notify the non-Offering Shareholders or their respective agents of the Offering Notice at whatever place the non-Offering Shareholders are thought by the Offering Shareholder. (6) The requirements offer made in any Offering Notice shall be deemed to be a firm non-withdrawable offer for the applicable periods hereinabove provided. (7) Any Shareholder transferring all of this his Shares, other than pursuant to Section 11 3 hereof, if an officer, director or employee of the Corporation, shall tender his resignation from all such positions simultaneously with the closing of the transfer of his Shares, and the other parties hereto shall forthwith do all acts necessary to modify all applicable documents filed by the Corporation with various regulatory authorities. (8) During any period beginning on the giving of an Offering Notice and ending upon the closing of the Transfer of the Shares offered thereunder, such Shares shall not apply to (w) be voted and the holder thereof shall not exercise any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person rights attendant to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereofownership thereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of of: (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and Option; and (b) the Option Termination Date, if Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock or other securities acquired by it pursuant to the Option, it shall give Issuer written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 10 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer shall be settled within 10 business days of the date of the acceptance of the offer and the purchase price shall be paid to Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate cooperate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, , (a1) required notification period has expired or been terminated or terminated, or (b2) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice. The requirements of this Section 11 12 shall not apply to (w) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee Grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer Issuer, or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Section 4 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 business days ten Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; PROVIDED, HOWEVER, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At Subject to the provisions of Section 4 herein, at any time after the first occurrence of a Triggering an Exercise Event and prior to the later second anniversary of (a) the expiration of 18 months immediately following the first purchase of shares of Issuer Company Common Stock pursuant to the Option and (b) the Option Termination DateOption, if the Grantee shall desire to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Common Stock Shares or other securities acquired by it pursuant to the Option, it shall give Issuer the Company written notice of the proposed transaction (an "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to purchase the Option or such shares or other securities signed by such transferee and setting forth the terms of the proposed transaction. An Offeror's Notice shall be deemed an offer by the Grantee to Issuerthe Company, which may be accepted accepted, in whole but not in part, within 20 business days ten Business Days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which the Grantee is proposing to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer the Company shall be settled within 10 business days ten Business Days of the date of the acceptance of the offer and the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to . If the Company shall fail or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in the filing of any such notice or application and the obtaining of any such approval) and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer refuse to purchase all of the Option or all of the shares or other securities covered by an Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods)Notice, sell all, but not less than all, of such portion of the Option or such shares or other securities to the proposed transferee at no less than the price specified and on terms no more favorable than those set forth in the Offeror's Notice; provided, however, that the provisions of this sentence shall not limit the rights the Grantee may otherwise have if the Company has accepted the offer contained in the Offeror's Notice and wrongfully refuses to purchase the shares or other securities subject thereto. The requirements of this Section 11 8 shall not apply to (wa) any disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuerthe Company, (xb) any disposition of Issuer Company Common Stock or other securities by a person Person to whom grantee the Grantee has assigned its rights under the Option with the consent of Issuerthe Company, (yc) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (zd) any transfer to a wholly owned subsidiary Subsidiary of the Grantee which agrees in writing to be bound by the terms hereof.

First Refusal. At any time after the first occurrence of a Triggering Event and prior to the later of (a) If the expiration of 18 months immediately following the first purchase of shares of Issuer Common Stock pursuant to the Option and (b) the Option Termination Date, if Grantee shall desire desires to sell, assign, transfer or otherwise dispose of all or any of the Option or the shares of Issuer Company Common Stock or other securities acquired by it pursuant to the exercise of the Option, it shall will give Issuer the Company written notice of the proposed transaction (an the "OFFEROR'S NOTICEOfferor's Notice"), identifying the proposed transferee, accompanied by a copy of a binding offer to the proposed purchase the Option or such shares or other securities signed by such transferee price and setting forth the terms of the such proposed transaction. An For 10 business days following receipt of such notice, the Company shall have the option to elect by written notice to purchase all, but not less than all, of the shares specified in Offeror's Notice shall be deemed an offer by Grantee to Issuer, which may be accepted within 20 business days of the receipt of such Offeror's Notice, on the same terms and conditions and at the same price at which Grantee is proposing and upon the terms set forth in such notice. (b) The closing of any repurchase of shares of Option Shares pursuant to transfer the Option or such shares or other securities to such transferee. The purchase of the Option or any such shares or other securities by Issuer this Section 9 shall be settled take place within 10 business days of the date of Company's election to purchase such shares. On the acceptance of closing date, the offer and Company shall pay the purchase price shall be paid to the Grantee in immediately available funds; provided that, if prior notification to or approval of any regulatory authority is required in connection with such purchase, Issuer shall promptly file and the required notice or application for approval and shall expeditiously process the same (and Grantee shall xxxxxx- ate with Issuer in thereupon surrender to the filing Company the certificate or certificates evidencing the shares of any such notice or application and Company Common Stock repurchased by the obtaining of any such approval) and the period of time that otherwise would run Company pursuant to this sentence shall run instead from Section 9. (c) If the date on which, as the case may be, (a) required notification period has expired or been terminated or (b) such approval has been obtained and, in either event, any requisite waiting period shall have passed. In the event of the failure or refusal of Issuer Company does not elect to purchase all of the Option or all of the shares of Company Common Stock or other securities covered by an designated in the Offeror's Notice or if any regulatory authority disapproves Issuer's proposed purchase of any portion of Notice, the Option or such shares or other securities, Grantee may, within 60 days from the date of the Offeror's Notice (subject to any necessary extension for regulatory notification, approval or waiting periods), sell all, but not less than all, of such portion of the Option or such shares of Company Common Stock or other securities to the proposed transferee at no less than the price specified and on terms no not more favorable than those set forth in the Offeror's Notice. , provided, however, that the provisions of this Section 9(c) will not limit the rights the Grantee may otherwise have if the Company has elected to purchase such shares of Company Common Stock or other securities and wrongfully refuses to complete such purchase. (d) The requirements of this Section 11 shall 9 will not apply to (wi) any sale, assignment, transfer or disposition to an affiliate of the Grantee; provided that such affiliate agrees to be bound by the terms hereof or (ii) any sale, assignment, transfer or disposition as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of Issuer, (x) any disposition of Issuer Common Stock or other securities by a person to whom grantee has assigned its rights under the Option with the consent of Issuer, (y) any sale by means of a public offering registered under the Securities Act in which steps are taken to reasonably assure that no purchaser will acquire securities representing more than 2% of the outstanding voting power of Issuer or (z) any transfer to a wholly owned subsidiary of Grantee which agrees in writing to be bound by the terms hereofCompany.