First Refusal Agreement Sample Contracts

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AMENDMENT NO. 2 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • October 2nd, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware

THIS AMENDMENT NO. 2 TO THE VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Amendment"), dated as of October 2, 2009, is made by and among Liberty Entertainment, Inc., a Delaware corporation ("Splitco"), The DIRECTV Group, Inc., a Delaware corporation ("DIRECTV"), DIRECTV, a Delaware corporation formed as a direct, wholly-owned Subsidiary of DIRECTV ("Holdings"), Dr. John C. Malone ("Dr. Malone"), Mrs. Leslie Malone, The Tracy L. Neal Trust A (the "Tracy Trust") and The Evan D. Malone Trust A (the "Evan Trust," and together with Dr. Malone, Mrs. Malone and the Tracy Trust, collectively, the "Malones" and each a "Malone").

RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • February 17th, 2022 • Virginia

RIGHT OF FIRST REFUSAL AGREEMENT (the “Agreement”) dated as of [Closing Date] by and among [OWNER ENTITY], a Virginia limited liability company (the “Owner” or the “Company”), , [ ], a Virginia non-stock nonprofit corporation (the “Grantee”), and is consented to by [MANAGING MEMBER ENTITY], a Virginia limited liability company (the “Managing Member”), [INVESTOR ENTITY], a [[ ] ] limited liability company (the “Investor Member”) and [[ ]] SPECIAL LIMITED PARTNER, L.L.C., a [ ] ] limited liability company (the “Special Member”). The Managing Member, the Investor Member and the Special Member are sometimes collectively referred to herein as the “Consenting Members”. The Investor Member and Special Member are sometimes collectively referred to herein as the “Non-Managing Members”. This Agreement shall be fully binding upon and inure to the benefit of the parties and their successors and assigns to the foregoing.

AMENDMENT NO. 1 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • October 14th, 2009 • Liberty Entertainment, Inc. • Cable & other pay television services • Delaware

THIS AMENDMENT NO. 1 TO THE VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Amendment"), dated as of July 29, 2009, is made by and among Liberty Entertainment, Inc., a Delaware corporation ("Splitco"), The DIRECTV Group, Inc., a Delaware corporation ("DIRECTV"), DIRECTV, a Delaware corporation formed as a direct, wholly-owned Subsidiary of DIRECTV ("Holdings"), Dr. John C. Malone ("Dr. Malone"), Mrs. Leslie Malone, The Tracy L. Neal Trust A (the "Tracy Trust") and The Evan D. Malone Trust A (the "Evan Trust," and together with Dr. Malone, Mrs. Malone and the Tracy Trust, collectively, the "Malones" and each a "Malone").

RECITALS
First Refusal Agreement • May 7th, 1999 • Integrated Packaging Assembly Corp • Semiconductors & related devices • California
AMENDMENT NO. 1 TO THE LOCK-UP AND RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • November 22nd, 2021 • DD Global Holdings LTD • Motor vehicle parts & accessories • Delaware

This Amendment No. 1 (this “Amendment”), dated as of November 19, 2021 (the “Effective Date”), to that certain Lock-Up And Right of First Refusal Agreement dated October 6, 2021 (the “Lockup Agreement”), is entered into by and among AFV Partners SPV-7 LLC, a Delaware limited liability company (“Purchaser”), DD Global Holdings Limited, an exempted company organized with limited liability in the Cayman Islands (“DD-G”), and Champ Key Limited, a company organized with limited liability in the British Virgin Islands (“Champ Key,” and together with DD-G, collectively, “DD Global”). All capitalized terms used but not defined herein shall have the meanings given such terms in the Lockup Agreement.

Exhibit 10.25 As Amended February 29, 1996 FIRST REFUSAL AGREEMENT
First Refusal Agreement • March 5th, 1997 • Ual Corp /De/ • Air transportation, scheduled • Delaware
RECITALS
First Refusal Agreement • April 18th, 2007 • Bagerdjian Haig S • Services-allied to motion picture production
CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE AMERICAN RECOVERY AND REINVESTMENT ACT of 2009 RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • December 2nd, 2009 • California

, California, which is more particularly described in Exhibit A attached to this Agreement and incorporated herein by this reference (together, the “Project”).

SECOND AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
First Refusal Agreement • April 19th, 2002 • Green Mountain Coffee Inc • Miscellaneous food preparations & kindred products • Massachusetts
EX-10.22 23 a08-11294_1ex10d22.htm EX-10.22 RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • May 5th, 2020 • Massachusetts

THIS RIGHT OF REFUSAL AGREEMENT (this “Agreement”) is entered into as of May 5, 2008, by and among (i) the entities listed as “grantors” on the signature pages of this Agreement (each a “Grantor” and collectively the “Grantors”), and (ii) Senior Housing Properties Trust, a Maryland real estate investment trust (“SNH”).

AMENDMENT NO. 2 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • October 2nd, 2009 • Directv Group Inc • Communications services, nec • Delaware

THIS AMENDMENT NO. 2 TO THE VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this "Amendment"), dated as of October 2, 2009, is made by and among Liberty Entertainment, Inc., a Delaware corporation ("Splitco"), The DIRECTV Group, Inc., a Delaware corporation ("DIRECTV"), DIRECTV, a Delaware corporation formed as a direct, wholly-owned Subsidiary of DIRECTV ("Holdings"), Dr. John C. Malone ("Dr. Malone"), Mrs. Leslie Malone, The Tracy L. Neal Trust A (the "Tracy Trust") and The Evan D. Malone Trust A (the "Evan Trust," and together with Dr. Malone, Mrs. Malone and the Tracy Trust, collectively, the "Malones" and each a "Malone").

FIRST REFUSAL AGREEMENT
First Refusal Agreement • March 8th, 2002 • Ual Corp /De/ • Air transportation, scheduled • Delaware

This Agreement (the "Agreement") has been made and entered into as of this 12th day of July, 1994 by and among UAL Corporation, a Delaware corporation (the "Company"), The Air Line Pilots Association, International ("ALPA"), pursuant to its authority as the collective bargaining representative for the crafts or class of pilots employed by United Airlines, Inc. ("United"), and The International Association of Machinists and Aerospace Workers ("IAM"), pursuant to its authority as the collective bargaining representative for the crafts or classes of mechanics and related employees, ramp and stores employees, food service employees, dispatchers and security officers employed by United, and the Salaried/Management Employee Director (as defined in Article FIFTH, Section 1.66 of the Restated Certificate (as defined below)) on behalf of the salaried and management employees of United who are not represented by any collective bargaining organization (the "SAM") (ALPA, IAM and the SAM, together,

AMENDMENT NO. 1 TO VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • July 30th, 2009 • Liberty Media Corp • Cable & other pay television services • Delaware

THIS AMENDMENT NO. 1 TO THE VOTING AND RIGHT OF FIRST REFUSAL AGREEMENT (this “Amendment”), dated as of July 29, 2009, is made by and among Liberty Entertainment, Inc., a Delaware corporation (“Splitco”), The DIRECTV Group, Inc., a Delaware corporation (“DIRECTV”), DIRECTV, a Delaware corporation formed as a direct, wholly-owned Subsidiary of DIRECTV (“Holdings”), Dr. John C. Malone (“Dr. Malone”), Mrs. Leslie Malone, The Tracy L. Neal Trust A (the “Tracy Trust”) and The Evan D. Malone Trust A (the “Evan Trust,” and together with Dr. Malone, Mrs. Malone and the Tracy Trust, collectively, the “Malones” and each a “Malone”).

MOTIVE COMMUNICATIONS, INC. SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
First Refusal Agreement • April 9th, 2004 • Motive Inc • Services-prepackaged software • Delaware

THIS SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT (this “Agreement”) is made as of March 17, 2003, by and among Motive Communications, Inc., a Delaware corporation (the “Company”), the Investors listed on Exhibit A hereto (the “Investors”) and the Founders listed on Exhibit B hereto (the “Founders”).

AMENDMENT NO. 1 TO PROXY AND RIGHT OF FIRST REFUSAL AGREEMENT
First Refusal Agreement • May 26th, 2016 • Liberty Broadband Corp • Cable & other pay television services • Delaware

THIS AMENDMENT NO. 1 TO PROXY AND RIGHT OF FIRST REFUSAL AGREEMENT, dated May 13, 2016 (this “Amendment”), is entered into by and among Liberty Broadband Corporation, a Delaware corporation (“Liberty”), Liberty Interactive Corporation, a Delaware corporation (“Liberty Interactive”) and LV Bridge, LLC, a Delaware limited liability company and wholly owned subsidiary of Liberty Interactive (“LV Bridge”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the ROFR Agreement (as defined below, as amended by this Amendment), except as otherwise provided.

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