Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. The Holder shall have a right of first refusal pro rata according to the Holder's ownership of Preferred Stock on the date on which the Company's notice pursuant to this Section 6.2 is given on any Equity Offerings (except for an offering of rights to subscribe for shares of the Company's Common Stock, provided the Holders in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been converted), until February 13, 1998, so long as the Holder still holds any Preferred Stock and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities Act, as amended, including without limitation Regulation D and Regulation S thereunder. The Company shall give the Holder written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder shall have ten (10) business days from receipt of such notice to deliver a written notice to the Company that the Holder wishes to exercise its right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period. If the Holder exercises its right of first refusal with respect to such Equity Offering, it must close the transactions contemplated by the proposed issuance within ten (10) business days of the exercise of its right hereunder on the same economic terms and using the same documentation provided in the Company's notice to the Holder. If the Holder fails to close the transaction for any reason other than a breach by the Company of its obligations hereunder, such Holder's right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period.

Rights of First Refusal. (a) The Holder shall Offeree Stockholders will have the right in the aggregate to purchase (or to cause their designees to purchase) all, but not a right part, of first refusal the Selling Stockholder’s Shares that are the subject of the Third Party Offer on the terms set forth in the Offer on a pro rata according basis. If the Offeree Stockholders as a group elect to purchase less than all of the Shares proposed to be Transferred by the Selling Stockholder, the Selling Stockholder will give notice of such fact to the Holder's ownership Offeree Stockholders who elected to purchase Shares. Such Offeree Stockholders may then elect, by notice to the Selling Stockholder given within 30 days after receipt of Preferred Stock such notice, to purchase additional Shares from the Selling Stockholder on the date a pro rata basis or on which the Company's notice pursuant to this Section 6.2 such other basis as is given on any Equity Offerings (except for an offering of rights to subscribe for shares agreed among them, so that all of the Company's Common StockShares proposed to be sold by the Selling Stockholder will be purchased by Offeree Stockholders. (b) If the Third Party Offer includes consideration consisting in whole or in part of Marketable Securities, provided the Holders in such case are given Offeree Stockholders will have the right to subscribe purchase the Shares proposed to be sold either for cash in an amount equal to the number aggregate Fair Market Value of shares such Marketable Securities or for such Marketable Securities. Any purchase by Offeree Stockholders of Shares under this Section 3.5 will be consummated on a Business Day designated by the Selling Stockholder at the offices of the Selling Stockholder no less than 10, and no more than 60, days after the delivery of such notice, or after such longer period as is reasonably required to obtain any required consent of, or to make any required filing with, any governmental agency the lack of which they would have been entitled if they then held a material adverse effect on the shares of Common Stock into which Selling Stockholder, any Offeree Stockholder or the Preferred Stock may have been converted), until February 13, 1998, so long as Subject Company. (c) If the Holder still holds any Preferred Stock and provided such Equity Offerings are made pursuant Offeree Stockholders do not elect to an exemption from the registration requirements purchase all of the Securities ActOffered Shares, the Selling Stockholder may (subject to Article 4) sell such Shares on the terms and conditions of the Offer to the Third Party Offeror within 60 days after expiration of the Acceptance Period, or such longer period as amendedis reasonably required to obtain any required consent of, including without limitation Regulation D and Regulation S thereunder. The Company shall give the Holder written notice of its proposal or to make any required filing with, any governmental agency the lack of which would have a material adverse effect on the Selling Stockholder, the Subject Company or the Third Party Offeror. If such sale is not made within such period, the provisions of this Article 3 will again become effective as to such Shares. If any consent or filing required by this paragraph (c) cannot be made or obtained within 12 months after the date an Equity Offering and shall provide with such notice copies Acceptance Notice is given, the Shares owned by the Selling Stockholder that were the subject of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to Third Party Offer will not be effected. The Holder shall have ten (10) business days from receipt of such notice to deliver a written notice sold to the Company that the Holder wishes to exercise its right of first refusal with respect to Third Party and such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period. If the Holder exercises its right of first refusal with respect to such Equity Offering, it must close the transactions contemplated by the proposed issuance within ten (10) business days of the exercise of its right hereunder on the same economic terms and using the same documentation provided in the Company's notice Shares again will be subject to the Holder. If the Holder fails to close the transaction for any reason other than a breach by the Company provisions of its obligations hereunder, such Holder's right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day periodthis Article 3.

Rights of First Refusal. (a) Except with respect to Transfers permitted pursuant to Section 5.2, if a Stockholder (with Aspen and Atlantis constituting as single Stockholder for purposes of this Section 5.3) wants to Transfer any shares of Voting Stock to any other Person (other than to a Restricted Transferee or pursuant to a pledge, hypothecation or other similar financing transaction in which the transferring Stockholder continues to have the sole and exclusive authority and right to vote the shares subject to such pledge, hypothecation or other financing transaction) in a bona fide transaction, such Stockholder (the "OFFEROR") shall be entitled to do so provided that such Offeror first offers to sell such shares of Voting Stock to the other Stockholder (the "OFFEREE") at the same price and the same terms and conditions as the Offeror would receive from such other Person. The Holder Offeror shall submit to the Company and the Offeree a written notice (the "OFFER NOTICE") stating in reasonable detail such price or other consideration and such terms and conditions and identifying the Person and all Persons who beneficially own more than five percent (5%) of such Person, proposing to purchase the shares of Voting Stock. The Offeree shall have a right period of first refusal pro rata according to the Holder's ownership of Preferred Stock on the date on which the Company's notice pursuant to this Section 6.2 is given on any Equity Offerings (except for an offering of rights to subscribe for shares of the Company's Common Stock, provided the Holders in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been converted), until February 13, 1998, so long as the Holder still holds any Preferred Stock and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities Act, as amended, including without limitation Regulation D and Regulation S thereunder. The Company shall give the Holder written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder shall have ten (10) business days from receipt of such notice to deliver a written notice to the Company that the Holder wishes to exercise its right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day periodthe receipt of the Offer Notice in which to accept or reject such offer. If the Holder exercises its right Offeree elects to accept such offer, which acceptance must be for all and not part of first refusal with respect to such Equity Offeringthe Voting Stock offered for sale, it must close the transactions contemplated by the proposed issuance shall so indicate within ten (10) business days of the exercise of its right hereunder on the same economic terms and using the same documentation provided in the Company's notice to the Holder. If the Holder fails to close the transaction for any reason other than a breach by the Company of its obligations hereunder, such Holder's right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar day period by notice to the Offeror. The notice required to be given by the Offeree shall specify a date for the closing of the purchase which, subject to the expiration or early termination of any waiting period required by any Governmental Authority and the receipt of any required approvals of any Governmental Authority, shall not be more than thirty (30) days after said ten the date of the giving of such notice. (10b) day period.If the Offeree does not exercise its right to purchase all of the shares of Voting Stock offered for sale pursuant to the provisions of this Section 5.3, the Offeror of such shares of Voting Stock shall have the right to sell to the Person identified in the Offer Notice, subject to the provisions of this Agreement, all (but not less than all) of such shares of Voting Stock on the same terms and conditions including the price or other consideration specified in the Offer Notice, free from the restrictions of Section 5.1 of this Agreement (for purposes of such specific transaction, but not for purposes of any subsequent transaction) in a bona fide transaction, for a period of ninety (90) days from the date that the Offer expires hereunder, provided that any such purchaser shall prior to such transfer, if such purchaser shall be receiving shares of Voting Stock, other than shares of Class A Common Stock, agree in writing to be bound

Rights of First Refusal. The Holder Upon receipt of a Transfer Notice relating to a proposed Transfer of shares of Series D Preferred Stock, the Company shall have a right the option, but not the obligation, to purchase all of first refusal pro rata according to the Holder's ownership of Preferred Stock such Offered Securities on the date on which same terms as are specified in the Company's notice pursuant to this Section 6.2 is given on Transfer Notice, including any Equity Offerings (except for an offering of rights to subscribe for shares of deferred payment terms, PROVIDED, that the Company's Common Stock, provided the Holders in such case are given Company shall have the right to subscribe for substitute cash in the number amount of shares the fair market value of any non-cash consideration proposed to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been converted), until February 13, 1998, so long as the Holder still holds any Preferred Stock and provided such Equity Offerings are made pursuant to an exemption be received from the registration requirements proposed transferee(s). Within 30 days after receipt of the Securities ActTransfer Notice, as amended, including without limitation Regulation D and Regulation S thereunder. The the Company shall give the Holder written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder shall have ten (10) business days from receipt of such notice to deliver a written notice to the Transferring Shareholder stating whether it elects to exercise such option. Failure by the Company that to give such notice within such time period shall be deemed an election by the Holder wishes Company not to exercise its right option. The closing of first refusal with respect to the purchase and sale of the Offered Securities shall take place as soon as is reasonably practicable at such Equity Offeringdate, provided that such offering is completed upon such terms time, and with such documentation within thirty (30) calendar days after said ten (10) day periodplace as the Company exercising its purchase option hereunder may reasonably determine. If the Holder exercises its right Company does not elect hereunder to purchase the Offered Securities, subject to the provisions of Section 1(c)(ii) hereof, the Transferring Shareholder shall thereafter be free for a period of 90 days to consummate the Transfer described in the Transfer Notice to the transferee(s) specified therein, at the price and on the other terms set forth therein; PROVIDED, that such transferee(s) shall first refusal with respect execute and deliver to such Equity Offeringthe Company an Instrument of Adherence in the form of EXHIBIT A annexed hereto, it must close the transactions contemplated which executed Instrument of Adherence shall become a part of this Agreement upon acceptance by the proposed issuance Company, whereupon each such transferee shall become a "Series D Preferred Shareholder" party to this Agreement. However, if such Transfer is not consummated within ten (10) business days such 90-day period, the Transferring Shareholder shall not Transfer any of the exercise Offered Securities without again complying with all of its right hereunder on the same economic terms and using the same documentation provided in the Company's notice to the Holder. If the Holder fails to close the transaction for any reason other than a breach by the Company provisions of its obligations hereunder, such Holder's right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day periodthis Section 1.

Rights of First Refusal. The Holder Holders shall have a right of first refusal pro rata according to the Holder's Holders' ownership of Preferred Stock Debentures on the date on which the Company's notice pursuant to this Section 6.2 Paragraph 13 is given on any Equity Offerings for a period of one (except for an offering of rights to subscribe for shares of 1) year from the Company's Common Stock, provided the Holders in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the Preferred Stock may have been converted), until February 13, 1998date hereof, so long as the Holder Holders still holds hold any Preferred Stock Debentures and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities ActAct of 1933, as amended, including without limitation Regulation Regulations D and Regulation S thereunder. The Company shall give the Holder Holders written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder Such Holders shall have ten (10) business days from receipt of such notice to deliver a written notice to the Company that the Holder wishes such Holders wish to exercise its their right of first refusal with respect to the entire Equity Offering or a part thereof. Failure by such Holders to respond within such period shall be deemed an irrevocable waiver of their right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period. If the Holder exercises its such Holders exercise their right of first refusal with respect to such any Equity Offering, it they must close the transactions contemplated by the proposed issuance within ten (10) business days of the exercise of its their right hereunder on the same economic terms and using the same documentation provided in the Company's notice to the HolderHolders. If the Holder fails Holders fail to close the transaction for any reason other than a breach by the Company of its obligations hereunder, such Holder's Holders' right of first refusal shall irrevocably terminate with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day period.

Rights of First Refusal. The Holder (a) Until the consummation of a Qualifying IPO, the Company shall have a right of first refusal pro rata according to the Holder's ownership of Preferred Stock on the date on which the Company's notice pursuant to this Section 6.2 is given on purchase any Equity Offerings (except for an offering of rights to subscribe for shares of the Company's Common Stock, provided the Holders in such case are given the right to subscribe for the number of shares to which they would have been entitled if they then held the shares of Common Stock into which the or Preferred Stock may have been convertedwhich Purchaser seeks to sell or assign (a "FIRST REFUSAL SALE"), until February 13, 1998, so long as . The Purchaser shall provide the Holder still holds Company with thirty (30) days written notice of any Preferred Stock and provided such Equity Offerings are made pursuant to an exemption from the registration requirements of the Securities Act, as amendedproposed First Refusal Sale, including without limitation Regulation D the proposed terms and Regulation S thereunderconditions thereof (including price). The Company shall give the Holder written notice of its proposal to make such an Equity Offering and shall provide with such notice copies of the documentation, with the economic terms of the transaction specified, pursuant to which the Equity Offering is to be effected. The Holder shall have ten thirty (1030) business days from receipt of such notice in which to deliver a written notice to notify the Company Purchaser in writing that the Holder wishes to it will exercise its right of first refusal with respect to such Equity Offering, provided that such offering is completed upon such terms and with such documentation within thirty (30) calendar days after said ten (10) day periodrefusal. If if the Holder Company exercises its right of first refusal with respect to such Equity Offeringrefusal, it must close the transactions contemplated closing of the sale by the proposed issuance within ten Purchaser to the Company shall occur fifteen (1015) business days after the date of the exercise of its right hereunder on the same economic terms and using the same documentation provided in the Company's exercise notice at the Company's principal executive offices or at such other time and place as the parties may agree. If the Company does not exercise its right of first refusal, the Purchaser shall have ninety (90) days from the date of its initial notice to the HolderCompany to consummate its First Refusal Sale on terms and conditions (including price) no more favorable to the transferee than those presented to the Company. If the Holder fails proposed First Refusal Sale does not occur prior to close the transaction for end of such ninety (90) day period, the Purchaser may not sell or assign any reason other than a breach by shares of Common stock or Preferred Stock without again complying with the Company of its obligations hereunder, such Holderrequirements set forth in this paragraph (if then applicable). The Company's right of first refusal shall irrevocably terminate with respect not apply to such Equity Offeringany sale or assignment of shares of Common Stock or Preferred Stock by the Purchaser to any of its affiliates. (b) Until the consummation of a Qualifying IPO, provided that such offering is completed upon such terms and with such documentation within thirty the Purchaser shall have a right of first refusal to purchase any shares of Common Stock which Domixxxxx Xxxxxxx xxxks to sell or assign (30) calendar days after said ten (10) day perioda "CAMAXXX XXXST REFUSAL SALE").