Common use of Right of Purchase Clause in Contracts

Right of Purchase. If any Member suffers a Dissociation Event, such Dissociated Member’s Units shall be subject to the purchase rights set forth herein. Upon a Dissociation Event, the Dissociated Member or its Legal Representative shall provide written notice to the Manager of the occurrence of a Dissociation Event (“Dissociation Event Notice” ). At any time after a Dissociation Event, but not later than sixty (60) days after the Manager’ s receipt of the Dissociation Event Notice, the Company, in the Manager’ s sole discretion, shall have the right and option to purchase all of the Dissociated Member’s Units. To exercise such option, Company shall provide written notice to the Dissociated Member or its Legal Representative, as applicable (“Selling Party”) of Company’s election to purchase the Dissociated Member’s Units (“Dissociation Exercise Notice” ). The Manager may assign such purchase right to any person, including Affiliates of the Manager, in Manager’ s sole discretion (the Company and any such assignee, the “Purchasing Party”). The purchase price (“Purchase Price” ) shall be the fair- market value of the Dissociated Member’s Units which shall be determined by the Manager in Manager’s good faith discretion. The Purchase Price shall be paid, in the sole discretion of Manager, either (i) entirely in cash, or (ii) in installments, with an initial cash payment toward the Purchase Price not less than twenty percent (20%) of the Purchase Price and the balance of the Purchase Price amortized, and payable, over a term of not more than three (3) years. The deferred balance of the Purchase Price shall be evidenced by a promissory note executed by the Purchasing Party and delivered to the Selling Party at the time of the initial payment toward the Purchase Price. The promissory note (i) shall bear interest at the rate per annum equal to the Bank of America N.T. & S.A. reference rate in effect as of the date of the promissory note, plus one percentage point; (ii) shall require payment of equal quarterly installments of principal and interest until the final payment thereon; (iii) shall expressly permit prepayments without penalty; (iv) shall require acceleration of the entire unpaid balance of principal and interest upon the earlier of any default in the payment of principal or interest thereunder, if such default is not cured within fifteen

Right of Purchase. If any Member suffers a Dissociation Event, such Dissociated Member’s Units shall be subject (a) Subject to the purchase rights set forth herein. Upon a Dissociation Eventterms and conditions contained in this Section, the Dissociated Member or its Legal Representative shall provide written notice Company grants to the Manager of the occurrence of Purchasers a Dissociation Event (“Dissociation Event Notice” ). At any time after a Dissociation Event, but not later than sixty (60) days after the Manager’ s receipt of the Dissociation Event Notice, the Company, in the Manager’ s sole discretion, shall have the right and option to purchase all of the Dissociated Memberor subscribe for such Purchaser’s Units. To exercise such option, Company shall provide written notice to the Dissociated Member or its Legal Representative, as applicable (“Selling Party”) of Company’s election to purchase the Dissociated Member’s Units (“Dissociation Exercise Notice” ). The Manager may assign such purchase right to any person, including Affiliates of the Manager, in Manager’ s sole discretion (the Company and any such assignee, the “Purchasing Party”). The purchase price (“Purchase Price” ) shall be the fair- market value of the Dissociated Member’s Units which shall be determined by the Manager in Manager’s good faith discretion. The Purchase Price shall be paid, in the sole discretion of Manager, either (i) entirely in cash, or (ii) in installments, with an initial cash payment toward the Purchase Price not less than twenty percent (20%) of the Purchase Price and the balance of the Purchase Price amortized, and payable, over a term of not more than three (3) years. The deferred balance of the Purchase Price shall be evidenced by a promissory note executed by the Purchasing Party and delivered to the Selling Party at the time of the initial payment toward the Purchase Price. The promissory note (i) shall bear interest at the rate per annum equal to the Bank of America N.T. & S.A. reference rate in effect Pro Rata Portion calculated as of the date of delivery of any notice pursuant to Section 2.1(b) of any New Financing actually issued or raised, as applicable, which the promissory noteCompany may, plus one percentage point; from time to time, propose to issue and sell or raise, as applicable. Notwithstanding the foregoing, in the event that any New Financing is being raised pursuant to a registration statement under the Securities Act (ii) shall require payment of equal quarterly installments of principal and interest until the final payment thereon; (iii) shall expressly permit prepayments without penalty; (iv) shall require acceleration “Registered Offering”), each Purchaser will be entitled to purchase its portion of the entire unpaid balance New Financing in a simultaneous private placement with the Registered Offering, but otherwise on the same terms as the Registered Offering, to the extent an exemption from registration is available at such time. (b) In the event the Company proposes to undertake a New Financing, it shall give the Purchasers written notice of principal its intention, describing the type of New Financing and interest the price and terms upon which the Company proposes to issue or borrow the same. Each Purchaser shall have fifteen (15) days from the date of delivery of any such notice to agree to purchase or subscribe for up to its Pro Rata Portion of such New Financing, for the price and upon the earlier of any default terms specified in the payment notice, by delivering written notice to the Company and stating therein the quantity of principal the New Financing to be purchased or interest thereundersubscribed for, as applicable. (c) The Company shall have ninety (90) days following the fifteen- (15-) day period described in Section 2.1(b) to sell or raise, as applicable, or enter into an agreement (pursuant to which the New Financing covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement) to sell or raise, as applicable, the New Financing with respect to which the Purchasers’ purchase or subscription right was not exercised, at a price no more favorable and upon other terms no more favorable in the aggregate to the purchasers or lenders of such default is financing than specified in the Company’s notice. In the event the Company has not cured sold or raised the New Financing or entered into an agreement to sell or raise the New Financing within fifteensaid ninety- (90-) day period (or sold and issued or raised New Financing in accordance with the foregoing within thirty (30) days from the date of said agreement), the Company shall not thereafter issue or sell or raise any New Financing without first offering such financing to the Purchasers in the manner provided above.

Right of Purchase. If any Member suffers a Dissociation Event, such Dissociated Member’s Units shall be subject to the purchase rights set forth herein. Upon a Dissociation Event, the Dissociated Member or its Legal Representative shall provide written notice to the Manager of the occurrence of a Dissociation Event (“Dissociation Event Notice” ”). At any time after a Dissociation Event, but not later than sixty (60) days after the Manager’ s receipt of the Dissociation Event Notice, the Company, in the Manager’ s sole discretion, shall have the right and option to purchase any or all of the Dissociated Member’s Units. To exercise such option, Company shall provide written notice to the Dissociated Member or its Legal Representative, as applicable (“Selling Party”) of Company’s election to purchase the Dissociated Member’s Units (“Dissociation Exercise Notice” ”). The Manager may assign such purchase right to any person, including Affiliates of the Manager, in Manager’ s sole discretion (the Company and any such assignee, the “Purchasing Party”). The purchase price (“Purchase Price” ”) shall be the fair- fair market value of the Dissociated Member’s Units which shall be determined by the Manager in Manager’s good faith sole discretion; provided, that if the Dissociation Event is due to expulsion of the Dissociated Member by the Company due to any act or omission by such Dissociated Member that the Managing Member determines is detrimental to the Company, the Purchase Price shall equal the Stated Value of the Dissociated Member’s Units. The Purchase Price shall be paid, in the sole discretion of Manager, either (i) entirely in cash, or (ii) in installments, with an initial cash payment toward the Purchase Price not less than twenty percent (20%) of the Purchase Price and the balance of the Purchase Price amortized, and payable, over a term of not more than three (3) years. The deferred balance of the Purchase Price shall may be evidenced by a promissory note executed with terms and conditions as determined by the Managing Member in its sole discretion. The closing for the purchase and sale of the Dissociated Member’s Units shall occur at the time and place as determined by the Managing Member. At the closing, the Selling Party shall deliver to the Purchasing Party (in form and delivered substance reasonably acceptable to the Purchasing Party) a purchase agreement and a duly executed assignment of Units (with certificate(s) evidencing such Units, if any). Upon request of the Purchasing Party concurrently therewith or at any time and from time to time thereafter, the Selling Member also shall execute and deliver such other documents and instruments as the Purchasing Party determines are necessary or desirable to consummate the closing and to transfer ownership, title and control of the Dissociated Member’s Units to the Purchasing Party. At the closing, the Purchasing Party shall deliver to the Selling Party at Member the time cash portion of the initial payment toward Purchase Price in immediately available funds or, as applicable, the Purchase Price. The promissory note (i) shall bear interest at described herein for the rate per annum equal to the Bank of America N.T. & S.A. reference rate in effect as of the date of the promissory note, plus one percentage point; (ii) shall require payment of equal quarterly installments of principal and interest until the final payment thereon; (iii) shall expressly permit prepayments without penalty; (iv) shall require acceleration of the entire unpaid balance of principal and interest upon the earlier of any default in the payment of principal or interest thereunder, if such default is not cured within fifteenDissociated Member’s Units.

Right of Purchase. If any Member suffers a Dissociation Event, such Dissociated Member’s Units shall be subject (a) Subject to the purchase rights set forth hereinprovisions of Section 2.1 hereof, any Existing Stockholder may Transfer any interest in any Existing Stockholder Securities pursuant to a Third Party Sale in accordance with the provisions of this Section 2.2 and Section 2.3. Upon a Dissociation EventAt least 45 days prior to any Third Party Sale, the Dissociated Member or its Legal Representative shall provide transferring Stockholder (the "Transferring Stockholder") will deliver a written notice (the "Offer Notice") to the Manager Company and to each of the occurrence of a Dissociation Event other Stockholders (“Dissociation Event Notice” the "Non-Transferring Stockholders"). At any time after a Dissociation EventThe Offer Notice will disclose in reasonable detail the proposed number of shares of Existing Stockholder Securities to be transferred, the class or classes of such Existing Stockholder Securities, the proposed price, terms and conditions of the Transfer and the identity of the transferee. The Non-Transferring Stockholders may elect to purchase all (but not later less than sixty (60all) of the Existing Stockholder Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Company within 15 days after the Manager’ s receipt delivery of such Offer Notice (the "Stockholder Election Period"). If one or more of the Dissociation Event NoticeNon-Transferring Stockholders elect to purchase all of such Existing Stockholder Securities, each Non-Transferring Stockholder electing to purchase Securities will be entitled to purchase from the Company, in Transferring Stockholder a pro rata portion (based upon the Manager’ s sole discretion, shall have respective number of shares of Securities then held by such Non-Transferring Stockholders (on a fully-diluted basis)) of the right and option securities proposed to be transferred. If none of the Non-Transferring Stockholders elects to purchase all of the Dissociated Member’s Units. To exercise Existing Stockholder Securities being offered and the Company does not offer to purchase such optionSecurities within the five (5) day period after expiration of the Stockholder Election Period, Company shall provide written notice the Transferring Stockholder may, within 90 days after the expiration of the Stockholder Election Period, complete the Third Party Sale of the Existing Stockholder Securities specified in the Offer Notice at a price and on terms no more favorable to the Dissociated Member or its Legal Representativetransferees than the price and terms offered to the Non-Transferring Stockholders in the Offer Notice, provided that no such Third Party Sale may be completed except in compliance with Section 2.3 and unless each of such transferees shall have executed and delivered an Instrument of Accession as applicable (“Selling Party”) of Company’s election a condition precedent to purchase the Dissociated Member’s Units (“Dissociation Exercise Notice” )transfer thereof. The Manager may assign If the Transferring Stockholder fails to consummate such purchase right to any person, including Affiliates Third Party Sale within the 90 day period after the expiration of the ManagerStockholder Election Period, in Manager’ s sole discretion (any subsequent proposed Transfer of the Company and any such assignee, the “Purchasing Party”). The purchase price (“Purchase Price” ) Existing Stockholder Securities shall be the fair- market value of the Dissociated Member’s Units which shall be determined by the Manager in Manager’s good faith discretion. The Purchase Price shall be paid, in the sole discretion of Manager, either (i) entirely in cash, or (ii) in installments, with an initial cash payment toward the Purchase Price not less than twenty percent (20%) of the Purchase Price and the balance of the Purchase Price amortized, and payable, over a term of not more than three (3) years. The deferred balance of the Purchase Price shall be evidenced by a promissory note executed by the Purchasing Party and delivered once again subject to the Selling Party at the time provisions of the initial payment toward the Purchase Price. The promissory note (i) shall bear interest at the rate per annum equal to the Bank of America N.T. & S.A. reference rate in effect as of the date of the promissory note, plus one percentage point; (ii) shall require payment of equal quarterly installments of principal and interest until the final payment thereon; (iii) shall expressly permit prepayments without penalty; (iv) shall require acceleration of the entire unpaid balance of principal and interest upon the earlier of any default in the payment of principal or interest thereunder, if such default is not cured within fifteenthis Section 2.2.

Right of Purchase. (a) Landlord hereby grants to Tenant, on the terms and conditions hereinafter set forth, a one-time first right of purchase (the "First Right of Purchase") with respect to the Building or any interest therein. Landlord shall deliver to Tenant written notice (the "Right of Purchase Notice") of any intention by Landlord to sell the Building or any interest therein (except in connection with a Booth Family Transfer), which Right of Purchase Notice shall set forth the price and material terms upon which Landlord is willing to sell the Building or such interest. Tenant shall have the right, within fifteen (15) business days after such delivery, to deliver to Landlord written notice that Tenant elects to negotiate for the purchase of the Building or such other interest offered by Landlord (the "Election to Negotiate"). If any Member suffers a Dissociation EventTenant shall have rejected the First Right of Purchase or in the event that Tenant shall fail to timely deliver the Election to Negotiate within such fifteen (15) business days, such Dissociated Member’s Units Tenant shall be subject deemed to have elected not to negotiate for the purchase rights of the Building or such other interest, and Landlord shall be free thereafter to sell the Building or such interest therein described in the Right of Purchase Notice upon any terms and conditions acceptable to Landlord. (b) In the event that Tenant shall timely deliver the Election to Negotiate in accordance with the terms hereof, Tenant shall submit a written counter-proposal to Landlord within thirty (30) business days of delivering the Election to Negotiate, which counter-proposal shall set forth hereinthe terms upon which Tenant is willing to purchase the Building or such interest therein described in the Right of Purchase Notice. Upon the timely delivery of such counter-proposal to Landlord, Tenant shall have the exclusive right, for a Dissociation Event, the Dissociated Member or its Legal Representative shall provide written notice to the Manager period of the occurrence of a Dissociation Event one hundred and twenty (“Dissociation Event Notice” ). At any time after a Dissociation Event, but not later than sixty (60120) days after the Manager’ s from Tenant's receipt of the Dissociation Event NoticeRight of Purchase Notice (the "Negotiation Period"), to negotiate and execute a purchase and sale agreement with Landlord for the Company, purchase of the Building or such interest therein described in the Manager’ s sole discretionRight of Purchase Notice. Landlord and Tenant hereby agree to negotiate in good faith during such Negotiation Period, unless the parties shall mutually agree to earlier terminate such negotiations. (c) In the event that Landlord and Tenant fail to execute a purchase and sale agreement within the Negotiation Period, Landlord shall be free thereafter to sell the Building or such interest therein described in the Right of Purchase Notice upon any terms and conditions acceptable to Landlord; provided, however, that in the event that, following the expiration of the Negotiation Period, Landlord desires to accept a third party bona fide offer to purchase the Building, then prior to accepting such offer, Landlord shall deliver to Tenant written notice of the terms offered by such third party (the "Third Party Buyer"). If Landlord shall notify Tenant that the Third Party Buyer has offered to purchase the Building for a price more than seven percent (7%) below the lowest price offered by Landlord to Tenant during the Negotiation Period, as determined on a cash-equivalent basis, then Tenant shall have the right and option right, within fifteen (15) business days of such notice from Landlord, to purchase all of the Dissociated Member’s Units. To exercise such option, Company shall provide deliver to Landlord written notice to the Dissociated Member or its Legal Representative, as applicable (“Selling Party”) of Company’s election that it elects to purchase the Dissociated Member’s Units Building on the exact terms proposed by such Third Party Buyer, in which case, Tenant and Landlord shall execute a mutually binding purchase and sale agreement evidencing such terms within thirty (“Dissociation Exercise Notice” 30) days of Landlord's receipt of such election by Tenant, and Landlord and Tenant shall consummate such purchase and sale transaction in accordance with the terms of such agreement. If Tenant shall not timely deliver such notice of election, Landlord shall be free thereafter to sell the Building to such Third Party Buyer. (d) In the event of any dispute with regard to the determination of whether any offer by the Third Party Buyer falls more than seven percent (7%) below the lowest offer made by Landlord to Tenant during the Negotiation Period (each such offer being determined on a cash-equivalent basis), Landlord and Tenant mutually shall designate one of the following so-called "Big Six" accounting firms, which firm shall not then be, or have been previously at any time during the immediately preceding five (5) year period, engaged by either party in any capacity, to make such evaluation, which evaluation shall be final and binding upon Landlord and Tenant: Price Xxxxxxxxxx, Xxxxx & Xxxxx, Coopers & Xxxxxxx, Xxxxxx Xxxxxxxx LLP, Deloitte & Touche and KPMG Peat Marwick LLP. If none of the foregoing firms shall be duly qualified, or if Landlord and Tenant shall fail to agree on a firm within three (3) business days of written notification by the contesting party of the subject dispute, the dispute shall be resolved by such independent certified public accounting firm of national reputation as selected by the then presiding President of the Bar Association of San Francisco, upon the written request of either party. The Manager may assign such purchase right accounting firm selected pursuant to the terms hereof shall make its final determination within ten (10) business days of its retention. (e) Anything herein to the contrary notwithstanding, subject only to the immediately following sentence, at Landlord's sole option, any person, including Affiliates exercise of the Manager, in Manager’ s sole discretion (the Company and any such assignee, the “Purchasing Party”). The purchase price (“First Right of Purchase Price” ) shall not be the fair- market value of the Dissociated Member’s Units which shall be determined by the Manager in Manager’s good faith discretion. The Purchase Price shall be paid, effective in the sole discretion of Manager, event that either (i) entirely in cashan Event of Default shall have occurred and be continuing under this Lease on the date Landlord would have delivered the Right of Purchase Notice, but for the existence such Event of Default, or (ii) an Event of Default shall occur at any time after the date Landlord delivers the Right of Purchase Notice. In either of such events, at Landlord's sole option, Landlord shall have the right to sell the Building or any interest therein on any terms and conditions acceptable to Landlord, provided that, in installments, with an initial cash payment toward the Purchase Price not less than twenty percent (20%) event of the Purchase Price and the balance of the Purchase Price amortized, and payable, over a term of not more than three (3) years. The deferred balance of the Purchase Price shall be evidenced by a promissory note executed by the Purchasing Party and delivered to the Selling Party at the time of the initial payment toward the Purchase Price. The promissory note clause (i) only, Landlord shall bear have provided Tenant with written notice (A) stating that such Event of Default has occurred and is continuing, (B) containing such information as set forth in a Right of Purchase Notice and (C) providing that Tenant's First Right of Purchase shall thereafter terminate unless Tenant shall cure such outstanding Event of Default within ten (10) days (the "Right of Purchase Default Notice"). In the event that Tenant fails to cure such Event of Default within such ten (10) day period, Tenant's First Right of Purchase shall terminate, and Landlord shall be free thereafter to sell the Building or such interest at therein described in the rate per annum equal Right of Purchase Notice upon any terms and conditions acceptable to Landlord. In the Bank event that Tenant shall cure such Event of America N.T. & S.A. reference rate in effect as of Default within such ten (10) day period, Tenant shall have until the fifteenth (15th) business day from the date of the promissory noteRight of Purchase Default Notice to deliver to Landlord the Election to Negotiate in accordance with the terms of Section 38(a). If Tenant shall reject the Right of Purchase Default Notice or shall fail to timely deliver the Election to Negotiate within the relevant fifteen (15) business day period, plus one percentage point; Tenant shall be deemed to have elected not to negotiate for the purchase of the Building or such other interest, and Landlord shall be free thereafter to sell the Building or such interest therein described in the Right of Purchase Notice upon any terms and conditions acceptable to Landlord. Notwithstanding any of the foregoing, Tenant shall have no First Right of Purchase pursuant to this Section 38(e), and Landlord shall have no obligation to deliver a Right of Purchase Default Notice, in the event that pursuant to the occurrence of an Event of Default Landlord shall have given Tenant a Termination Notice in accordance with Section 18 hereof. (f) Except as specifically set forth herein, Tenant's First Right of Purchase hereunder shall be a one-time right. (g) Notwithstanding any of the foregoing, Tenant's First Right of Purchase hereunder shall not arise upon, and Tenant shall have no right to exercise the First Right of Purchase with respect to, (i) any Booth Family Transfer, (ii) shall require payment any transfer of equal quarterly installments the Premises to the Landlord's Lender or to any affiliate of principal Landlord's Lender through foreclosure proceedings or deed-in-lieu of foreclosure and interest until the final payment thereon; (iii) shall expressly permit prepayments without penalty; (iv) shall require acceleration any transfer of the entire unpaid balance of principal and interest upon the earlier of any default Premises to a third party immediately succeeding a transfer described in the payment immediately preceding clause (ii). (h) Notwithstanding any of principal the foregoing, Tenant's First Right of Purchase hereunder shall apply only in the event of a disposition involving solely all or a portion of the Building or any interest thereundertherein, if such default and Tenant's First Right of Purchase hereunder shall not arise, and Tenant shall have no right to exercise the First Right of Purchase, in the event that any interest in any other building owned by Landlord is not cured within fifteenincluded together with the interest in the Building in a single sale to a single purchaser. 39.