Common use of Right of Co-Sale Clause in Contracts

Right of Co-Sale. (a) None of the Equityholders nor their respective Affiliates (each, a "PROSPECTIVE SELLER") shall Transfer any part or all of its Corporation Interest to any Person unless the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered to the Prospective Seller up to a number of shares of Common Stock such that, in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.

Right of Co-Sale. (a1) None If any Transfer Stock subject to a Proposed Transfer is not purchased pursuant to Section 2(a) above and thereafter is to be sold to a Prospective Transferee, each Major Investor (other than the selling Affected Holder, if applicable) may exercise a Right of the Equityholders nor their respective Affiliates (each, a "PROSPECTIVE SELLER") shall Transfer any part or all of its Corporation Interest to any Person unless the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered Co-Sale by delivering to the Prospective Seller selling Affected Holder written notice to that effect within the Investor Notice Period. (2) Each Major Investor who timely exercises his, her or its Right of Co-Sale may include in the Proposed Transfer up to a that number of shares of Common Stock such that, in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Capital Stock equal to the number of shares that of Transfer Stock subject to the Proposed Transfer multiplied by a fraction, the numerator of which is the number of shares of Capital Stock owned by such Equityholder would have had Major Investor immediately before consummation of the right to sell in connection with Proposed Transfer and the Prohibited Sale had such Prospective Seller and such Purchaser complied with denominator of which is the terms total number of this Agreement. The price per share shares of Common Capital Stock that the Prospective Seller shall pay to each Equityholder owned, in the event any such Equityholder exercises its Option shall be equal aggregate, by all participating Major Investors immediately prior to the price per share consummation of Common the Proposed Transfer plus the number of shares of Capital Stock paid held by the selling Affected Holder. (3) Each participating Major Investor shall effect its participation in the Proposed Transfer by delivering to the transferring Affected Holder, no later than 15 business days after such Major Investor’s exercise of the Right of Co-Sale, one or more stock certificates, properly endorsed for transfer to the Prospective Seller in Transferee, representing no less than (i) the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled such Major Investor elects to sell pursuant to paragraph (a) include in the Proposed Transfer; or (bii) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Preferred Stock in whole or in part. In that is at such time convertible into the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled such Major Investor elects to sell pursuant to paragraphs (a)include in the Proposed Transfer; provided, (b) and (d)however, (i) such remaining unexercised portion may be sold by that if the Prospective Seller Transferee objects to the Purchaser on terms no more favorable delivery of convertible Preferred Stock in lieu of Common Stock, such Major Investor shall first convert the Preferred Stock into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Seller than those originally proposedTransferee. (4) The terms and conditions of any sale pursuant to this Section 2(b) will be memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction (ii) such sale must take place during the period ending 45 days after delivery including without limitation appropriate representations or warranties of the notice required to be sent Investors (and any related indemnification obligations) and any post-closing escrow that is established that applies pro rata to the Equityholders pursuant to Section 3.1(aAffected Holder and Major Investors participating in such sale). (e5) Anything Each stock certificate a Major Investor delivers to the contrary herein notwithstandingselling Affected Holder pursuant to subparagraph (3) above will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Transfer Notice and the purchase and sale agreement, and the selling Affected Holder shall concurrently therewith remit to each participating Major Investor the portion of the sale proceeds to which such Major Investor is entitled by reason of its participation in such sale. If any Prospective Transferee refuses to purchase securities subject to the Right of Co-Sale from any Major Investor exercising its Right of Co-Sale hereunder, no Affected Holder may sell any Affected Holder Stock to such Prospective Transferee or Transferee unless and until, simultaneously with such sale, such Affected Holder purchases all securities subject to the Right of Co-Sale from such Major Investor. (6) If any Proposed Transfer is not consummated within 90 days after receipt of the Transfer Notice by the Company, the Affected Holder proposing the Proposed Transfer may not sell any Affected Holder’s Stock unless he, she or it is acknowledged and agreed that Sections 3.1(a), (b) and (c) first again complies in full with each provision of this Section 2. The exercise or election not to exercise any right by any Major Investor hereunder shall not apply adversely affect its right to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to participate in any other Equityholder, or (v) Open-Market Trades sales of Common Stock, and (vi) distributions of Common Transfer Stock by Gotham or its Affiliates subject to their respective limited partners or beneficial ownersthis Section 2.

Right of Co-Sale. (a) None If any Transfer Stock subject to a Proposed Transfer by a Stockholder is not purchased pursuant to Sections 5.1 and 5.2 above and thereafter is to be sold to a Prospective Transferee, a Key Holder or Management Stockholder may elect to exercise its Right of Co-Sale and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. A Key Holder or Management Stockholder who desires to exercise its Right of Co-Sale must give the selling Stockholder written notice to that effect within fifteen (15) days after the deadline for delivery of the Equityholders nor their respective Affiliates Key Holder Secondary Notice as described above, and upon giving such notice such Key Holder or Management Stockholder shall be deemed to have effectively exercised the Right of Co-Sale. (each, a "PROSPECTIVE SELLER"b) shall Each Key Holder or Management Stockholder who timely exercises its Right of Co-Sale by delivering the written notice provided for above in Section 5.4(a) may include in the Proposed Transfer all or any part of his, her or all of its Corporation Interest to any Person unless the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered Common Stock equal to the Prospective Seller up product obtained by multiplying (i) the aggregate number of shares of Stockholder Common Stock subject to the Proposed Transfer (excluding shares purchased by the Company pursuant to the Right of First Refusal of the Company) by (ii) a fraction, the numerator of which is the number of shares of Common Stock owned by such that, in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio Key Holder or Management Stockholder immediately before consummation of the aggregate Proposed Transfer and the denominator of which is the total number of shares of Common Stock and Common Stock Equivalents directly or indirectly held owned, in the aggregate, by the Prospective Seller all Stockholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance consummation of the Purchaser's offer by sending Proposed Transfer. To the extent a notice Key Holder or Management Stockholder exercises such right of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) participation in accordance with the foregoing sentence shall be deemed to have rejected terms and conditions set forth herein, the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to the selling Stockholder may sell pursuant to paragraph (a) or (b) above, in the unexercised portion of its right to participate in such a sale Proposed Transfer shall be allocated correspondingly reduced. (c) Each participating Key Holder or Management Stockholder shall effect its participation in the Proposed Transfer by delivering to and among the other Equityholders on a pro rata basis according transferring Stockholder, no later than fifteen (15) days after such Key Holder’s or Management Stockholder’s exercise of the Right of Co-Sale, one or more stock certificates, properly endorsed for transfer to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that Prospective Transferee, representing the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled such Key Holder or Management Stockholder elects to sell include in the Proposed Transfer. (d) The terms and conditions of any sale pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may this Section 5.4 will be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposedmemorialized in, and (ii) governed by, a written purchase and sale agreement with customary terms and provisions for such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a)a transaction. (e) Anything Each stock certificate a participating Key Holder or Management Stockholder delivers to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and selling Stockholder pursuant to subparagraph (c) above will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement, and the selling Stockholder shall concurrently therewith remit to the appropriate Key Holder or Management Stockholder the portion of the sale proceeds to which such Key Holder or Management Stockholder is entitled by reason of its participation in such sale. If any Prospective Transferee or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from a Key Holder or Management Stockholder exercising its Right of Co-Sale hereunder, no Stockholder may sell any Common Stock to such Prospective Transferee or Transferee unless and until, simultaneously with such sale, such selling Stockholder purchases all securities subject to the Right of Co-Sale from such other Stockholders. (f) If any Proposed Transfer is not consummated within forty-five (45) days after receipt of the Proposed Transfer Notice by the Key Holders, the Management Stockholders, or the Company, as the case may be, the Stockholder proposing the Proposed Transfer may not sell any of its Common Stock unless it first complies in full with each provision of this Section 5. The exercise or election not to exercise any right by any Key Holder or Management Stockholder hereunder shall not apply adversely affect its right to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to participate in any other Equityholder, or (v) Open-Market Trades sales of Common Stock, and (vi) distributions of Common Transfer Stock by Gotham or its Affiliates subject to their respective limited partners or beneficial ownersthis Section 5.4.

Right of Co-Sale. No later than fifteen (15) calendar days after its receipt of the Co-Sale Notice, each Co-Sale Stockholder shall notify the Transferring Stockholder of such Co-Sale Stockholder’s intent to sell to the prospective purchaser of the Transferring Stockholder’s Transfer Shares all or any part of such Co-Sale Stockholder’s Co-Sale Allocation (as defined below) pursuant to the terms the Transferring Stockholder proposes to Transfer its Transfer Shares. For purposes of this Section 2.4.2, each Co-Sale Stockholder’s “Co-Sale Allocation” with respect to each Transfer of Transfer Shares by the Transferring Stockholder shall be equal to the product obtained by multiplying (a) None the total number of Transfer Shares being Transferred by the Equityholders nor their respective Affiliates Transferring Stockholder by (eachb) a fraction, a "PROSPECTIVE SELLER") calculated in accordance with Section 2.6, the numerator of which shall Transfer any part or all of its Corporation Interest to any Person unless be the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered to the Prospective Seller up to a total number of shares of Common Stock such that, in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate Corporation held by such Co-Sale Stockholder on the date of the Co-Sale Notice, and the denominator of which shall be the total number of shares of Common Stock and Common Stock Equivalents directly or indirectly of the Corporation held by all Co-Sale Stockholders and the Prospective Seller immediately before Transferring Stockholder on the date of the Co-Sale Notice. If such Co-Sale Stockholder elects to Transfer to the aggregate number prospective purchaser all or any portion of shares such Co-Sale Stockholder’s Co-Sale Allocation, then the Transferring Stockholder shall assign to such Co-Sale Stockholder as much of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after Transferring Stockholder’s interest in the agreement for the sale of the Transfer Shares as such Transfer Co-Sale Stockholder shall be equal entitled to pursuant to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offerterms hereof. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.

Right of Co-Sale. (ai) None Each Remaining Stockholder shall have the right, exercisable upon written notice to the Selling Stockholder within ten (10) days after receipt of the Equityholders nor their respective Affiliates Offer Notice, to participate in such Transfer of Company Common Stock on the same terms and conditions. (each, a "PROSPECTIVE SELLER"ii) shall Transfer Each Remaining Stockholder may sell all or any part or all of its Corporation Interest to any Person unless the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered to the Prospective Seller up to a that number of shares of Company Common Stock such that, in equal to the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of product obtained by multiplying (A) the aggregate number of shares of Company Common Stock and Common Stock Equivalents directly or indirectly held covered by the Prospective Seller immediately before such Transfer to Offer Notice by (B) a fraction the aggregate numerator of which is the number of shares of Company Common Stock and Common Stock Equivalents directly or indirectly held owned by such Remaining Stockholder at the Prospective Seller immediately after such Transfer shall be equal to the ratio time of the aggregate Offer Notice and the denominator of which is the total number of shares of Company Common Stock owned by the Selling Stockholder and each Remaining Stockholder who elects to participate in the Transfer. (iii) The Selling Stockholder shall use its commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Remaining Stockholders who elect to participate in the contemplated Transfer, and the Selling Stockholder shall not Transfer any shares of Company Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate prospective transferee(s) unless (A) the prospective transferee(s) agrees to allow the participation of the participating Remaining Stockholders, or (B) the Selling Stockholder agrees to purchase the number of shares of Company Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send that any participating Remaining Stockholder would have been entitled to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) transfer pursuant to this Section 3.1 2.1 at least 30 the same price and on the same terms as set forth in the Offer Notice. (iv) If none of the Remaining Stockholders elect to participate in the sale of Company Common Stock subject to the Offer Notice, the Selling Stockholder may, not later than sixty (60) days prior to following delivery of the Offer Notice, enter into an agreement providing for the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance Transfer of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Company Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold covered by the Prospective Seller to the Purchaser Offer Notice within sixty (60) days of such agreement on terms and conditions no more favorable to the Prospective Seller transferor than those originally proposeddescribed in the Offer Notice. Any proposed Transfer on terms and conditions more favorable than those described in the Offer Notice, and (ii) such sale must take place during the period ending 45 days after delivery as well as any subsequent proposed Transfer of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of any Company Common Stock by the Corporation Selling Stockholder, shall again be subject to any Person, (ii) Transfers of Partnership Units the co-sale rights set forth herein and shall require compliance by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial ownersSelling Stockholder with the procedures described in this Section 2.1.

Right of Co-Sale. Subject to Section 3.2 hereof, if any Offeree or Quadrangle Investor is transferring Shares (a) None with respect to any Quadrangle Investor, only in respect of transfer of greater than 10% of the Equityholders nor their respective Affiliates (eachShares held by such Quadrangle Investor on the date hereof, a "PROSPECTIVE SELLER"as adjusted for stock splits, dividends, mergers and recapitalizations, or after the transfer of 30% of the Shares held by the Quadrangle Investors held on the date hereof, as adjusted for stock splits, dividends, mergers and recapitalizations) shall Transfer any part or all of its Corporation Interest to any Person unless person other than a Permitted Transferee ("Offeror"), the prospective transferee Offeree shall first comply with Section 2, if applicable, then each of the Stockholders other than the Offeree or the Quadrangle Investors, as the case may be (the "PURCHASERRemaining Stockholders") offers ), shall have the option to purchase from each other Equityholder on terms no less favorable than those offered include in the sale in place of Offered Shares that would otherwise be sold to the Prospective Seller up Offeror by the Offeree, such number (but not less than such number) of shares of Common Stock as is equal to a the total number of shares of Common Stock such that, in (on an as-converted basis) to be purchased by the case of Offeror multiplied by a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in fullfraction, the ratio numerator of which is the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Remaining Stockholder and the Prospective Seller immediately before such Transfer to denominator of which is the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by all Remaining Stockholders and the Prospective Seller immediately after such Transfer shall be equal Offeree or Quadrangle Investor, as the case may be, who desires to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) sell Shares pursuant to this Section 3.1 at least 30 days prior 3.3. The right of participation granted to the closing of any sale of shares of Corporation Interests Remaining Stockholders pursuant to this Section 3.3 shall be exercisable by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance given to the Prospective Seller and Offeree or Quadrangle Investor, as the Purchaser case may be, within 30 twenty (20) days after of receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to proposed sale under this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer3. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.

Right of Co-Sale. (a) None of the Equityholders nor their respective Affiliates (each, a "PROSPECTIVE SELLER") shall Transfer If any part or all of its Corporation Interest to any Person unless the prospective transferee Stockholder (the "PURCHASERSelling Stockholder") offers wishes to purchase from each sell or transfer all or any portion of its Common Stock, rights to acquire Common Stock, Preferred Stock or other Equityholder on terms no less favorable than those offered equity securities of the Company, such Selling Stockholder shall promptly deliver a notice of intention to sell (a "Sale Notice") to the Prospective Seller up to a number of shares of Common Stock such that, in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate number of shares of Common Stock Company and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice Stockholder setting forth the securities to be sold ("Subject Securities") and the proposed purchase price and terms of sale, which shall be for cash or obligations to pay cash. Upon receipt of the Purchaser's offer Sale Notice, each other Stockholder shall have the right to purchase shares elect to sell, at the price and on the terms stated in the Sale Notice, a pro rata portion of the total holdings of Common Stock, Preferred Stock and rights to acquire Common Stock (calculated on a fully-diluted basis assuming all holders of then outstanding warrants, options and convertible securities of the Company (including Common Stock Equivalents that are redeemed for Common the Preferred Stock) pursuant to this Section 3.1 at least 30 days had converted such securities or exercised such warrants or options immediately prior to the closing delivery of the Sale Notice) to be sold equal to a fraction the numerator of which is such Stockholder's aggregate proportionate ownership of Common Stock, Preferred Stock and rights to acquire Common Stock (calculated on a fully-diluted basis assuming all holders of then outstanding warrants, options and convertible securities of the Company (including the Preferred Stock) had converted such securities or exercised such warrants or options immediately prior to delivery of the Sale Notice) and the denominator of which is the aggregate proportionate ownership of Common Stock, Preferred Stock and rights to acquire Common Stock (calculated on a fully-diluted basis assuming all holders of then outstanding warrants, options and convertible securities of the Company (including the Preferred Stock) had (b) This Section 3 shall not apply to any transfer (i) for estate planning purposes or by gift to a Management Stockholder's spouse, children or other direct family members or to any trust or family partnership established for the benefit of such person and/or such person's spouse, children, other family members or the estate of any sale of shares of Corporation Interests such person, (ii) by Maxtor or an Investor Stockholder to an Affiliate; provided, in each case, that any Prospective Seller. Such other Equityholders may accept the Purchaser's offer such transferee shall agree in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance writing with the foregoing sentence parties hereto to be bound by, and to comply with, all applicable provisions of this Agreement and shall be deemed to have rejected the Purchaser's offer. (b) If be a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms Stockholder for purposes of this Agreement. The price per share , or (iii) a bonafide pledge of Common Stock securities by Maxtor; provided that, any execution on the pledge such that Maxtor is no longer the Prospective Seller shall pay to each Equityholder in the event any record owner of such Equityholder exercises its Option securities shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer3. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.

Right of Co-Sale. Except as hereinafter provided, each Co-Sale Shareholder agrees that such Co-Sale Shareholder will not sell, transfer or otherwise dispose of any shares of Capital Stock (aor any rights to acquire shares of Capital Stock) None without permitting each of the Equityholders nor their respective Affiliates (each, a "PROSPECTIVE SELLER") shall Transfer any part or all of its Corporation Interest to any Person unless the prospective transferee other Co-Sale Shareholders (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered to the Prospective Seller up to a number of shares of Common Stock such that, in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTIONBenefiting Shareholders") to sell to such Prospective Seller up to participate as a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate seller in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders transaction on a pro rata basis according to their common share holdings (with preferred shares of Common the Company being counted on an as-if-converted basis) as of the date of receipt of the notice described below in this Section 2. The following sale, transfer or other disposal of shares of Capital Stock shall not be covered by this right of co-sale: (a) sale of shares of Capital Stock by any of the Co-Sale Shareholders in a bona fide underwritten public offering pursuant to a registration statement filed by the Company pursuant to the Securities Act of 1933, as now or hereafter amended (the "1933 Act"); (b) sale of shares of Capital Stock in a market transaction in a bona fide public market, either pursuant to such a registration statement or Rule 144 (or any successor rule) promulgated under the 1933 Act; (c) transfer of shares of Capital Stock (i) during the lifetime of a Co-Sale Shareholder to the spouse of such Co-Sale Shareholder or to the children, spouses of children or grandchildren of such Co-Sale Shareholder or to a trust or trusts for benefit of any of the foregoing, or (ii) by gift or testamentary disposition to any person, so long as the transferee, donee or distributee assumes in writing the obligations of such Co-Sale Shareholder under this Agreement and Partnership Units redeemable agrees to be treated as a "Shareholder" and a "Co-Sale Shareholder" for Common Stockall purposes of this Agreement; or (d) transfers by Cherry Tree, Xxxxxx, any Maveron Entity or any Forstmann Little Entity to any of their respective partners, members, investors, or other affiliates (including without limitation affiliated investment funds), so long as the transferee assumes in writing the obligations of such other Equityholders Shareholder under this Agreement and agrees to be treated as a "Shareholder" and a "Co-Sale Shareholder" for all purposes of this Agreement. Any Co-Sale Shareholder that intends to sell, transfer or otherwise agree dispose of shares of Capital Stock in a transaction subject to allocate these rights of co-sale (the "Selling Shareholder") shall give prompt written notice of such unexercised portionintent to each Benefiting Shareholders, and each Benefiting Shareholder shall notify the Selling Shareholder within 20 days of receipt of such notice whether such Benefiting Shareholder wishes to participate in such transaction and bear a pro rata portion of the expenses incident thereto. An Equityholder may exercise its foregoing Failure of a Benefiting Shareholder to respond within such 20-day period shall be deemed a declination of any right to sell an increased participate in such transaction provided that: (i) such transaction is fully closed and consummated within 90 days of the expiration of such 20-day period; (ii) the terms of the actual transaction include no fewer or greater number of shares of Common Capital Stock than those set forth in whole the notice hereunder; and (iii) no purchasers or ultimate legal or beneficial holders of such shares of Capital Stock are involved in partthe transaction in addition to those disclosed in any such notice. In Failure to meet any of the event foregoing conditions shall require a new notification and right of co-sale with regard to such transaction under this Section 2. Each Co-Sale Shareholder acknowledges the obligations of Shank and Cherry Tree under that certain Shareholder Agreement dated May 24, 1993 by and between Abel, Shank, and Cherry Tree ("Shareholder Agreement No. 2") and agrees that any exercise of rights by a Benefiting Shareholder hereunder shall be conducted in a manner which facilitates compliance by the Equityholders do not elect to sell Selling Shareholder of such obligations. The provisions of Section 1(a) and this Section 2 shall terminate at such time as the full number Company consummates a sale of shares of Common Capital Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by an effective registration statement under the Prospective Seller 1933 Act in which the aggregate gross proceeds to the Purchaser on terms no more favorable Company and/or selling shareholders, if any, equal or exceed $20,000,000 at an average price per share of at least $5.40 (an "IPO") (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations and the Prospective Seller like) or, if earlier, as to any Co-Sale Shareholder at such time as such Co-Sale Shareholder is the beneficial owner of fewer than those originally proposed140,000 shares of Capital Stock (subject to adjustment for stock splits, stock dividends, combinations, recapitalizations and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(alike). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.

Right of Co-Sale. If any Shares subject to a Third-Party Offer are not purchased pursuant to this Section 13 or pursuant to a separate Restricted Stock Agreement (aor similar agreement) None between the Offeree and the Company, and thereafter are to be sold to an Offeror, each Qualified Holder shall have the right, but not an obligation (the “Right of Co-Sale”), to participate in the proposed sale on the terms and conditions specified in the Third-Party Offer as set forth below and otherwise on the same terms and conditions specified in the Third-Party Offer (provided that if the Third Party Offer involves Common Stock and the Qualified Holder wishes to sell Shares, the price set forth in the Third Party Offer shall be appropriately adjusted based on the conversion ratio of the Equityholders nor their respective Affiliates (eachShares into Common Stock). Each Qualified Holder who desires to exercise its Right of Co-Sale must give the Offeree written notice to that effect within 15 days after the deadline for delivery of the Secondary Notice described above, a "PROSPECTIVE SELLER") and upon giving such notice such Qualified Holder shall be deemed to have effectively exercised the Right of Co-Sale. Each Qualified Holder who timely exercises such holder’s Right of Co-Sale by delivering the written notice provided for above may include in the Proposed Transfer all or any part or all of its Corporation Interest to any Person unless the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered such holder’s Shares equal to the Prospective Seller up product obtained by multiplying (i) the aggregate number of Shares subject to the Proposed Transfer (excluding Shares purchased by the Company or Qualified Holders pursuant to the Right of First Refusal or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Common Series D Preferred Stock or Series E Preferred Stock owned by such thatQualified Holder immediately before consummation of the Proposed Transfer (including any shares that such Qualified Holder has agreed to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of Shares owned, in the case aggregate, by all Stockholders immediately prior to the consummation of a the Proposed Transfer (including any shares that Qualified Holders have collectively agreed to purchase pursuant to the Secondary Refusal Right). To the extent one or more Qualified Holders exercise such right of a Person's Corporation Interest, if each Equityholder accepts such offer participation in fullaccordance with the terms and conditions set forth herein, the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by Shares that the Prospective Seller immediately before such Transfer to selling Offeree may sell in the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Proposed Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfercorrespondingly reduced. The Prospective Seller shall send to each other Equityholder a written notice parties hereby agree that the terms and conditions of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) any sale pursuant to this Section 3.1 at least 30 days prior 13(e) will be memorialized in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction and the parties further covenant and agree to enter into such an agreement as a condition precedent to any sale or other transfer pursuant to this Section 13(e). If any Offeror or Offerors refuse(s) to purchase securities subject to the closing Right of Co-Sale from any sale Qualified Holder exercising its Right of shares of Corporation Interests by Co-Sale hereunder, no Stockholder may sell any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole Shares to such Offeror or in part Offerors unless and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance until, simultaneously with such sale, such Stockholder purchases all securities subject to the Prospective Seller Right of Co-Sale from such Qualified Holder on the same terms and conditions (including the Purchaser proposed purchase price) as set forth in the Third-Party Offer. If any Proposed Transfer is not consummated within 30 90 days after receipt of the notice of Third-Party Offer by the Purchaser's offer. An Equityholder that does Company, the Offeree(s) proposing the Proposed Transfer may not accept the Purchaser's offer (sell any Shares or Registrable Shares unless they first comply in whole or in part) in accordance full with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms provision of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an OptionSection 13. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.

Right of Co-Sale. If Investor proposes to transfer any Investor Shares pursuant to a Bona Fide Offer for the purchase of such shares for cash from a person or entity who is not an affiliate of Investor that would result in a Change of Control, then Investor shall deliver to the Company and each Principal Stockholder written notice (athe “Investor Co-Sale Notice”) None offering each Principal Stockholder, the right to participate in such sale of Investor Shares on the same terms and conditions as specified in the Investor Co-Sale Notice by notifying Investor, within ten days after delivery of the Equityholders nor their respective Affiliates (eachInvestor Co-Sale Notice, a "PROSPECTIVE SELLER") shall Transfer any part or all of its Corporation Interest acceptance of such offer. The Investor Co-Sale Notice shall describe in reasonable detail the proposed Transfer, including the number of Investor Shares proposed to any Person unless be transferred, the nature of such Transfer, the consideration to be paid, and the name and address of each prospective transferee (purchaser or transferee. A copy of the "PURCHASER") offers to purchase from each Bona Fide Offer, and all other Equityholder on terms no less favorable than those offered documents directly or indirectly relating to the Prospective Seller up to a proposed Transfer, shall be included as part of the Investor Co-Sale Notice. Each notice of any Principal Stockholder accepting such offer shall indicate the number of shares of Common Stock such that, in Principal Stockholder wishes to sell. To the case extent one or more Principal Stockholders exercises such right of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) participation in accordance with the foregoing sentence terms and conditions set forth below, the number of Investor Shares that Investor may sell in the transaction shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers correspondingly reduced. Each Principal Stockholder may sell all or any Corporation Interest to any Person in contravention part of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a that number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares that of Common Stock by (ii) a fraction, the numerator of which is the number of Fully-diluted shares of Common Stock held by such Equityholder would have had Principal Stockholder on the date of the Investor Co-Sale Notice and the denominator of which is the total number of Fully-diluted shares of Common Stock held on such date by Investor and all of the Principal Stockholders who elect to participate in the Transfer pursuant to this Section 4.1 (a “Co-Sale Participant”). If any Principal Stockholders fail to elect to fully participate in Investor’s sale within such 10-day period, then Investor shall promptly notify in writing each Co-Sale Participant who has elected to fully participate, and shall offer each such Co-Sale Participant the additional right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms all or any part of this Agreement. The price per share that number of shares of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to product obtained by multiplying (i) the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full aggregate number of shares of Common Stock that it is entitled the other Principal Stockholders elected not to sell pursuant to paragraph (athe “Unsold Shares”) or by (bii) abovea fraction, the unexercised portion numerator of its right to participate in such a sale shall be allocated to and among which is the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of Fully-diluted shares of Common Stock in whole or in part. In held by such Co-Sale Participant on the event that date of such notice and the Equityholders do not denominator of which is the total number of Fully-diluted shares of Common Stock held on such date by Investor and all of the Co-Sale Participants who elect to sell Unsold Shares under this sentence. Each Co-Sale Participant shall have five days after receipt of such notice to notify Investor of its election to sell all or a portion thereof of the full Unsold Shares. Each Co-Sale Participant shall effect its participation in the Transfer by promptly delivering to Investor for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent: the number of shares of Common Stock that they such Co-Sale Participant elects to sell; or that number of Series A Preferred Stock that are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) at such remaining unexercised portion may be sold by time convertible into the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery number of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers shares of Common Stock by that such Co-Sale Participant elects to sell; provided, however, that if the Corporation prospective third-party purchaser objects to any Person, (ii) Transfers the delivery of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades Series A Preferred Stock in lieu of Common Stock, and (vi) distributions of such Co-Sale Participant shall convert such Series A Preferred Stock into Common Stock and deliver Common Stock as provided in Section 5.1(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. The stock certificate or certificates that the Co-Sale Participant delivers to Investor pursuant to this Section 5.1 shall be transferred to the prospective purchaser for purposes of consummating the sale of the Common Stock pursuant to the terms and conditions specified in the Investor Co-Sale Notice, and Investor shall concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which such Co-Sale Participant is entitled by Gotham reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from such Co-Sale Participant, Investor shall not sell to such prospective purchaser or purchasers any of its Affiliates to their respective limited partners Investor Shares unless and until, simultaneously with such sale, Investor shall purchase such shares or beneficial ownersother securities from the Co-Sale Participants for the same consideration and on the same terms and conditions as the proposed transfer described in the Investor Co-Sale Notice.

Right of Co-Sale. (a) None Subject to Section 6, and notwithstanding anything to the contrary set forth in Section 4(f), no Lightyear Stockholder or any of its Permitted Transferees may transfer any (i) Securities that neither the Company (in the case of the Equityholders Class A Common Stock, the Warrants or the Convertible Common Notes), CFSL Acquisition (in the case of the Series A Preferred Stock or the Preferred Convertible Notes) nor their respective Affiliates the Investors have elected to purchase pursuant to Section 4 or (eachii) other securities of the Company, CFSL Acquisition or any other Subsidiary of the Company (whether or not such other class of securities is authorized or issued as of the date hereof), in each case, until each Investor has been given the opportunity, exercisable within twenty (20) days from the date of the Investors' Notice, or, if the proposed transfer is not subject to Section 4, twenty (20) days after the date of a "PROSPECTIVE SELLER") notice that the Lightyear Stockholder or its Permitted Transferee shall Transfer deliver to each Investor pursuant to this Section 5(a), to sell to the Proposed Transferee, at the same price, and upon the same terms and conditions offered to the Lightyear Stockholder or its Permitted Transferee, up to such Investor's Co-Sale Pro Rata Share of the Class A Common Stock, Convertible Common Notes, Series A Preferred Stock, Convertible Preferred Notes, Warrants or other securities, as the case may be, proposed to be sold. If the Company, CFSL Acquisition, any part other Subsidiary of the Company or any Investor exercises its purchase rights under Section 4 or otherwise with respect to a transfer of securities by Lightyear or its Permitted Transferees, each other Investor shall have the right under this Section 5 to sell such Investor's Co-Sale Pro Rata Share of the Class A Common Stock, Convertible Common Notes, Warrants, Series A Preferred Stock, Convertible Preferred Notes or other securities, as the case may be, in connection with such sale, in which case the Company , CFSL Acquisition, such Subsidiary or any Investor, as the case may be, shall purchase such securities together with all of the securities proposed to be sold by the Lightyear Stockholder, at the same price, and subject to the same terms and conditions. (b) Investors who fail to notify the Lightyear Stockholder or its Corporation Interest Permitted Transferee within twenty (20) days after the Investors' Notice will be deemed to any Person unless have waived their rights under this Section 5. Any sale made pursuant to this Section 5 shall be consummated within sixty (60) days of the prospective transferee (end of the "PURCHASER") offers to Notice Period and will be conditioned upon the agreement of the Proposed Transferee that such Proposed Transferee will purchase from each other Equityholder on terms no less favorable than those offered Investor timely electing to participate in such sale pursuant to this Section 5, such Investor's Co-Sale Pro Rata Share of each type of the securities proposed to be sold. (c) Each Investor will effect its participation in the sale by promptly delivering to the Prospective Seller up Lightyear Stockholder or such Permitted Transferee for delivery to a the Proposed Transferee one or more certificates, properly endorsed for transfer, which represent: (i) the number of shares of Class A Common Stock or Series A Preferred Stock which such Investor elects to sell; or (ii) that number of Warrants and/or principal amount of Convertible Notes and/or other convertible securities that is at such time exercisable for or convertible into the number of shares of Class A Common Stock, Series A Preferred Stock or other security that such Investor elects to transfer; provided, however, that: (A) if the Proposed Transferee objects to the delivery of Warrants, Common Convertible Notes or other convertible security in lieu of Class A Common Stock or other security that is proposed to be sold, such Investor will exercise or convert such Warrants, Common Convertible Notes or other convertible security into Class A Common Stock or other securities and deliver such Class A Common Stock or other securities as provided above, (B) if Common Convertible Notes are proposed to be sold, the Proposed Transferee shall be required to purchase from any Investor any combination of Class A Common Stock, Convertible Common Notes or Warrants as shall represent, in the aggregate, such Investor's applicable Co-Sale Pro Rata Share, assuming conversion or exercise of such Convertible Common Notes or Warrants on the date of the relevant closing and (C) if Preferred Convertible Notes are proposed to be sold, the Proposed Transferee shall be required to purchase from any Investor any combination of Series A Preferred Stock or Convertible Preferred Notes as shall represent, in the aggregate, such Investor's applicable Co-Sale Pro Rata Share, assuming conversion of such Convertible Preferred Notes on the date of the relevant closing. The Company and CFSL Acquisition, as the case may be, agree to make any such exercise or conversion under clause (A) concurrent with the actual transfer of such Securities to the Proposed Transferee. (d) The stock or warrant certificate or certificates (or Convertible Notes) that the Investor delivers to the Lightyear Stockholder or such Permitted Transferee pursuant to Section 5(c) will be transferred to the Proposed Transferee in consummation of the sale of the securities pursuant to the terms and conditions specified in the Investors' Notice, and the Lightyear Stockholder or such Permitted Transferee will concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any Proposed Transferee prohibits such assignment or otherwise refuses to purchase securities from an Investor exercising its rights of co-sale hereunder, the Lightyear Stockholder or such Permitted Transferee will not sell to such Proposed Transferee any securities unless and until, simultaneously with such sale, the Lightyear Stockholder or such Permitted Transferee purchases such securities from such Investor on the same terms and conditions as the transfer by the Lightyear Stockholders or such Permitted Transferee. If the Proposed Transferee is the Company or CFSL Acquisition, nothing in this Section 5(d) shall be deemed to create any right on the part of such Permitted Transferee to make such refusal. (e) If the Company, CFSL Acquisition or any other Subsidiary of the Company issues after the date hereof any type or types of securities that are not substantially similar to a class of securities outstanding on the date of this Agreement, the Parties shall negotiate in good faith appropriate amendments to this Section 5 and the definition of Co-Sale Pro Rata Share as shall be necessary to maintain the intent and effect of the rights and obligations set forth herein. (f) If, in the case of CDP or a Transfer Permitted Transferee of CDP, the sale proceeds of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer shall be equal to the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is transaction subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each 5 consist of a form of consideration that would result in a Caisse Stockholder holding an equity interest of the Equityholders that has exercised its right to participate type described in such Transfer. clause (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (ai) or (bii) aboveof Section 2(d), the unexercised then CDP or such Permitted Transferee shall be entitled to receive its portion of its right to participate the applicable consideration in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell cash, in an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller amount equal to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) fair market value of such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a)consideration. (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.

Right of Co-Sale. If there are any remaining unpurchased Controlled Shares after giving effect to Sections 2.4 and 2.5 (a“Remaining Shares”), then the applicable Principal Stockholder shall deliver to the Company and Investor written notice (the “Principal Stockholder Co-Sale Notice”) None offering Investor, the right to participate in such sale of Remaining Shares on the same terms and conditions as specified in the Principal Stockholder Co-Sale Notice (which shall be the same as those specified in the notices under Sections 2.4 and 2.5) by notifying such Principal Stockholder, within ten days after delivery of the Equityholders nor their respective Affiliates (eachPrincipal Stockholder Co-Sale Notice, a "PROSPECTIVE SELLER") shall Transfer any part or all of its Corporation Interest to any Person unless acceptance of such offer. The notice of Investor accepting such offer shall indicate the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered to the Prospective Seller up to a number of shares of Common Stock such thatInvestor wishes to sell. To the extent Investor exercises such right of participation in accordance with the terms and conditions set forth below, the number of Remaining Shares that such Principal Stockholder may sell in the case transaction shall be correspondingly reduced. Investor may sell all or any part of a Transfer that number of a Person's Corporation Interest, if each Equityholder accepts such offer in full, Remaining Shares equal to the ratio of product obtained by multiplying (i) the aggregate number of Remaining Shares by (ii) a fraction, the numerator of which is the number of Fully-diluted shares of Common Stock and Common Stock Equivalents directly or indirectly held by Investor on the Prospective Seller immediately before such Transfer to date of the aggregate Principal Stockholder Co-Sale Notice and the denominator of which is the total number of Fully-diluted shares of Common Stock held on such date by such Principal Stockholder and Common Stock Equivalents directly or indirectly held Investor. Investor shall effect its participation in the Transfer by the Prospective Seller immediately after promptly delivering to such Transfer shall be equal Principal Stockholder for transfer to the ratio of prospective purchaser one or more certificates, properly endorsed for transfer, which represent: the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Option. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled such Investor elects to sell pursuant to paragraph (a) sell; or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased that number of shares of Common Series A Preferred Stock in whole or in part. In that are at such time convertible into the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled such Investor elects to sell pursuant to paragraphs (a)sell; provided, (b) and (d)however, (i) such remaining unexercised portion may be sold by that if the Prospective Seller prospective third-party purchaser objects to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Series A Preferred Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades in lieu of Common Stock, and (vi) distributions of Investor shall convert such Series A Preferred Stock into Common Stock and deliver Common Stock as provided in Section 2.6(c)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer. The stock certificate or certificates that Investor delivers to such Principal Stockholder pursuant to this Section 2.6 shall be transferred to the prospective purchaser for purposes of consummating the sale of the Common Stock pursuant to the terms and conditions specified in the Principal Stockholder Co-Sale Notice, and such Principal Stockholder shall concurrently therewith remit to Investor that portion of the sale proceeds to which Investor is entitled by Gotham reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from Investor, such Principal Stockholder shall not sell to such prospective purchaser or purchasers any of its Affiliates to their respective limited partners Remaining Shares unless and until, simultaneously with such sale, such Principal Stockholder shall purchase such shares or beneficial ownersother securities from Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Principal Stockholder Co-Sale Notice.

Right of Co-Sale. (a) None If all of the Equityholders nor their respective Affiliates Common Stockholder Transfer Shares proposed to be sold by a Common Stockholder Seller are not purchased by the Company or the Investors as provided in Section 1.2, the Common Stockholder Seller shall deliver a notice to each non-purchasing Investor informing it of the number of shares not elected to be purchased by the purchasing Investors and the number of Common Stockholder Transfer Shares still held by the Common Stockholder Seller (eachthe “Co-Sale Shares”) and proposed to be Transferred to the Transferee. Each such non-purchasing Investor shall have the right, a "PROSPECTIVE SELLER") shall Transfer exercisable upon written notice to the Common Stockholder Seller within five days after the receipt of such notice, to elect to sell all or any part of the Preferred Stock, Common Stock, other capital stock of the Company or any securities convertible into, exchangeable for or exercisable for capital stock of the Company (collectively, “Stock”) held by such Investor with the Common Stockholder Seller to the Transferee. The delivery of the notice of election under this section shall constitute an irrevocable commitment to sell the indicated Stock. The Common Stockholder Seller shall use all commercially reasonable efforts to arrange for the sale to the Transferee of its Corporation Interest all Stock requested by such Investors to any Person unless be sold in such Transfer; provided, that if the prospective transferee (the "PURCHASER") offers Transferee is unwilling to purchase from each other Equityholder on terms no less favorable than those offered to all such Stock, then the Prospective Seller up to a number of shares of Stock that may be sold by the Common Stock Stockholder Seller and each such that, Investor in such Transfer shall be reduced to the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of product obtained by multiplying (a) the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held that the Transferee is willing to acquire by (b) a fraction the Prospective Seller immediately before such Transfer to numerator of which is the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held requested to be Transferred by the Prospective Common Stockholder Seller immediately after in the Common Stockholder Seller’s Notice or by such Transfer shall be equal to Investor in the ratio notice delivered under this section, as applicable, and the denominator of which is the aggregate combined number of shares of Common Stock and Common Stock Equivalents directly or indirectly held of the Company so requested be Transferred by the other Equityholders immediately before such Transfer Common Stockholder Seller and all participating Investors. The Stock to be sold shall be transferred by the Common Stockholder Seller and the participating Investors to the aggregate number Transferee in consummation of shares the sale of the Stock pursuant to the terms and conditions specified in the Common Stock Stockholder Seller’s Notice, and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective transfer the Common Stockholder Seller shall send promptly remit to each other Equityholder a written notice participating Investor that portion of the Purchaser's offer sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective Transferee prohibits such assignment or otherwise refuses to purchase shares of or other securities from any participating Investor, the Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and Stockholder Seller shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective prospective Transferee any Stock unless and until, simultaneously with such sale, the Common Stockholder Seller up to a number of shares of Common Stock equal to the number of shares that such Equityholder would shall have had the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an OptionSection 2. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation of any Transfer of Corporation Interest that is subject to this Section 3.1 unless the prospective transferee simultaneously consummates its corresponding purchase from each of the Equityholders that has exercised its right to participate in such Transfer. (d) In the event that any Equityholder elects not to sell the full number of shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, the unexercised portion of its right to participate in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a). (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.

Right of Co-Sale. (a) None To the extent that the Preferred Share Holders and the Company, if applicable, do not exercise their respective rights of first refusal as to all of the Equityholders nor their respective Affiliates Equity Securities proposed to be sold by any Transferor pursuant to Section 6.2, each Preferred Share Holder that did not exercise its right of first refusal with respect to such Offered Shares shall have the right to participate in such sale of Equity Securities on the same terms and conditions as specified in the Transfer Notice by notifying the Transferor in writing within the ROFR Option Period (each, such Preferred Share Holder a "PROSPECTIVE SELLER") shall Transfer any part or all of its Corporation Interest to any Person unless the prospective transferee (the "PURCHASER") offers to purchase from each other Equityholder on terms no less favorable than those offered “ROFR Selling Shareholder”). Such ROFR Selling Shareholder’s notice to the Prospective Seller up to a Transferor shall indicate the number of shares Equity Securities that the ROFR Selling Shareholder wishes to sell under its right to participate. To the extent one or more ROFR Selling Shareholders exercise such right of Common Stock such thatparticipation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Transferor may sell in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate shall be correspondingly reduced proportionally. (b) The total number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer Equity Securities that each ROFR Selling Shareholder may elect to the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately after such Transfer sell shall be equal to the ratio product of (i) the aggregate number of shares the Offered Shares being transferred following the exercise or expiration of Common Stock and Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer to the aggregate number all rights of shares of Common Stock and Common Stock Equivalents directly or indirectly held by such Equityholders immediately after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) first refusal pursuant to this Section 3.1 at least 30 days prior to 6.2 hereof, multiplied by (ii) a fraction, the closing numerator of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 days after receipt of the notice of the Purchaser's offer. An Equityholder that does not accept the Purchaser's offer (in whole or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of shares of Common Stock equal to which is the number of shares that Equity Securities (assuming the exercise, conversion and exchange of any Ordinary Share Equivalents) owned by such Equityholder would have had ROFR Selling Shareholder on the right to sell in connection with the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms of this Agreement. The price per share of Common Stock that the Prospective Seller shall pay to each Equityholder in the event any such Equityholder exercises its Option shall be equal to the price per share of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised by an Equityholder within 30 days after it has received notice or otherwise become aware date of the Prohibited SaleTransfer Notice and the denominator of which is the total number of Equity Securities (assuming the exercise, conversion and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for exchange of any reasonable expenses, including attorneys' fees, in exercising an OptionOrdinary Share Equivalents) owned by all ROFR Selling Shareholders and the Transferor on the date of the Transfer Notice. (c) The Corporation and Each ROFR Selling Shareholder shall effect its participation in the Partnership shall not consummate or facilitate sale by promptly delivering to the consummation of any Transfer of Corporation Interest that is subject Company for transfer to this Section 3.1 unless the prospective transferee simultaneously consummates its purchaser one or more certificates and one or more instruments of transfer, which represent the type and number of Equity Securities which such ROFR Selling Shareholder elects to sell; provided, however, that if the prospective third party purchaser(s) object to the delivery of Equity Securities in lieu of Ordinary Shares, such ROFR Selling Shareholder shall only deliver Ordinary Shares (and therefore shall convert any such Equity Securities into Ordinary Shares) and certificates corresponding purchase from each to such Ordinary Shares. The Company agrees to make any such conversion concurrent with the actual transfer of such Shares to the Equityholders that has exercised its right to participate in purchaser and contingent on such Transfertransfer. (d) In Upon consummation of the event that any Equityholder elects not sale of the Equity Securities pursuant to sell the full terms and conditions specified in the Transfer Notice, the Company shall issue one or more new Share certificates and shall update the register of members of the Company to reflect the sale to the prospective purchaser(s) the type and number of shares of Common Stock that it is entitled Equity Securities which such ROFR Selling Shareholder elects to sell pursuant to paragraph this Section 6.3, and the Transferor shall concurrently therewith (aand as a condition to such issuance of new Share certificates and update to the register of members of the Company) remit, or (bcause the prospective purchaser(s) aboveto remit, the unexercised to such ROFR Selling Shareholder that portion of the sale proceeds to which such ROFR Selling Shareholder is entitled by reason of its right to participate participation in such a sale shall be allocated to and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a)sale. (e) Anything To the extent that any prospective purchaser prohibits the participation of a ROFR Selling Shareholder exercising its co-sale rights hereunder in a proposed Transfer or otherwise refuses to purchase Shares or other securities from a ROFR Selling Shareholder exercising its co-sale rights hereunder, the Transferor shall not sell to such prospective purchaser any Equity Securities unless and until, simultaneously with such sale, the Transferor shall purchase from such ROFR Selling Holder such Shares or other securities that such ROFR Selling Holder would otherwise be entitled to sell to the contrary herein notwithstanding, it is acknowledged prospective purchaser pursuant to its co-sale rights for the same consideration and agreed that Sections 3.1(a), (b) on the same terms and (c) shall not apply to (i) Transfers of Common Stock by conditions as the Corporation to any Person, (ii) Transfers of Partnership Units by proposed transfer described in the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial ownersTransfer Notice.

Right of Co-Sale. (a) None If during the Co-Sale Period, XxXxx desires to Convey shares of the Equityholders nor their respective Affiliates (each, a "PROSPECTIVE SELLER") shall Transfer any part or all of its Corporation Interest Common Stock to any Person unless the prospective transferee (the "PURCHASER") offers ), each Holder shall have the right to require, as a condition to such Conveyance, that the Purchaser purchase from each other Equityholder such Holder at the same price and on the same terms no less favorable than those offered to and conditions as involved in such sale or disposition by XxXxx (the Prospective Seller up to a "PURCHASE OFFER") the number of shares of Common Stock owned by such that, in the case of a Transfer of a Person's Corporation Interest, if each Equityholder accepts such offer in full, the ratio of the aggregate number of shares of Common Stock and Common Stock Equivalents directly or indirectly held by the Prospective Seller immediately before such Transfer Holder equal to the aggregate number of shares of Common Stock and proposed to be purchased by the Purchaser from XxXxx multiplied by a fraction, the numerator of which is the number of shares of Common Stock Equivalents directly or indirectly held of record by such Holder and the Prospective Seller immediately after such Transfer shall be equal to the ratio denominator of which is the aggregate number of shares of Common Stock held of record by XxXxx and the Holders. The amount of shares of Common Stock Equivalents directly or indirectly held by the other Equityholders immediately before such Transfer that each Holder is entitled to sell under this Section 7.2 shall be referred to as its "PRO RATA SHARE". XxXxx shall deliver to each Holder not more than 60 days and not less than 30 days prior to the aggregate proposed Conveyance to the Purchaser a copy of the Purchase Offer, if in writing, and a description of all other material terms and conditions of the Purchase Offer. Within 25 days after receipt of the Purchase Offer, a Holder shall give notice to XxXxx of its intent to sell all or a portion of its Pro Rata Share. In the event that a Holder shall elect to participate in any such sale or disposition, such Holder shall communicate in writing such election to participate to XxXxx, which communication shall be delivered to XxXxx pursuant to Section 8.2 hereof, and the number of shares of Common Stock to be Conveyed by XxXxx to the Purchaser shall be reduced accordingly. (b) XxXxx and Common Stock Equivalents directly or indirectly held by such Equityholders immediately each participating Holder may, up to and including 90 days after such Transfer. The Prospective Seller shall send to each other Equityholder a written notice of the Purchaser's offer to purchase shares of Common Stock (including Common Stock Equivalents that are redeemed for Common Stock) pursuant to this Section 3.1 but not until at least 30 days prior to the closing of any sale of shares of Corporation Interests by any Prospective Seller. Such other Equityholders may accept the Purchaser's offer in whole or in part and shall evidence its acceptance of the Purchaser's offer by sending a notice of acceptance to the Prospective Seller and the Purchaser within 30 60 days after receipt XxXxx'x delivery of the notice of the Purchaser's offer. An Equityholder that does not accept Purchase Offer to the Purchaser's offer (in whole Holders, Convey any or in part) in accordance with the foregoing sentence shall be deemed to have rejected the Purchaser's offer. (b) If a Prospective Seller Transfers any Corporation Interest to any Person in contravention all of the preceding Section 3.1(a) (a "PROHIBITED SALE"), each other Equityholder shall have the option (the "OPTION") to sell to such Prospective Seller up to a number of their shares of Common Stock equal to the number of shares that such Equityholder would Purchaser, in quantities and on terms and conditions no more favorable in any material respect to those specified in the Purchase Offer or otherwise disclosed to the Holders, and the Holders shall not have had the right to sell in connection with require that the Prohibited Sale had such Prospective Seller and such Purchaser complied with the terms purchase any of this Agreement. The price per share their shares of Common Stock that as to which they did not exercise their co-sale rights hereunder. If such sale is not consummated by the Prospective Seller expiration of such 90 day period, the restrictions provided for herein shall pay to each Equityholder in the event any again become effective, and no Conveyance of such Equityholder exercises its Option shall be equal to the price per share shares of Common Stock paid to the Prospective Seller in the Prohibited Sale. An Option may be exercised made thereafter by an Equityholder within 30 days after it has received notice or otherwise become aware XxXxx without again complying with the requirements of the Prohibited Sale, and may be exercised in whole or in part. The Prospective Seller shall reimburse each Equityholder for any reasonable expenses, including attorneys' fees, in exercising an Optionthis Section 7.2. (c) The Corporation and the Partnership shall not consummate or facilitate the consummation closing of any Transfer sale of Corporation Interest that is subject the shares of Common Stock by the Holders and/or XxXxx pursuant to this Section 3.1 unless 7.2 shall be held at the prospective transferee simultaneously consummates its corresponding purchase from Company's principal office at 10:00 a.m., local time, no later than 30 days after the dates of expiration of the right to sell referred to in Sections 7.2(a) and 7.2(b) hereof, or at such other time and place as the parties to the transaction may agree. At such closing, each Holder (if it has elected to participate in accordance with this Section 7.2) and/or XxXxx shall Convey all the shares of Common Stock purchased by the Purchaser pursuant to this Section 7.2 free and clear of any Encumbrances (other than restrictions imposed by the organizational documents of the Company, including without limitation, this Agreement, and pursuant to applicable federal and state securities laws), and each such Holder and/or XxXxx shall so represent and warrant, and further represent and warrant that it is the record and beneficial owner of such shares of Common Stock. The Purchaser shall deliver at such closing, in cash by wire transfer of immediately available funds, payment in full to the each of the Equityholders that has exercised Holders and/or XxXxx for its right to participate in respective portion of such Transfershares of Common Stock sold. (d) In the event that any Equityholder elects The election by a Holder not to sell exercise its rights under this Section 7.2 in any one instance shall not affect the full number rights of that Holder as to any subsequent proposed Conveyance by XxXxx. Any Conveyance by XxXxx of any of its shares of Common Stock that it is entitled to sell pursuant to paragraph (a) or (b) above, without first giving the unexercised portion of its right to participate Holders the rights described in such a sale this Section 7.2 shall be allocated to void and among the other Equityholders on a pro rata basis according to their holdings of Common Stock (and Partnership Units redeemable for Common Stock) no force or as such other Equityholders otherwise agree to allocate such unexercised portion. An Equityholder may exercise its foregoing right to sell an increased number of shares of Common Stock in whole or in part. In the event that the Equityholders do not elect to sell the full number of shares of Common Stock that they are entitled to sell pursuant to paragraphs (a), (b) and (d), (i) such remaining unexercised portion may be sold by the Prospective Seller to the Purchaser on terms no more favorable to the Prospective Seller than those originally proposed, and (ii) such sale must take place during the period ending 45 days after delivery of the notice required to be sent to the Equityholders pursuant to Section 3.1(a)effect. (e) Anything to the contrary herein notwithstanding, it is acknowledged and agreed that Sections 3.1(a), (b) and (c) shall not apply to (i) Transfers of Common Stock by the Corporation to any Person, (ii) Transfers of Partnership Units by the Partnership, (iii) Transfers by Equityholders to any of their Affiliates, (iv) Transfers from an Equityholder to any other Equityholder, or (v) Open-Market Trades of Common Stock, and (vi) distributions of Common Stock by Gotham or its Affiliates to their respective limited partners or beneficial owners.