Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as Subject to subsection (d) hereof, any Shares acquired pursuant to Article I hereof shall be subject to a right of first refusal in favor of the WAT Trustee Company with respect to any proposed sale by the Purchaser or its successors or assigns any subsequent holder (each, a the "SellerHolder") shall desire of the Shares. If the Holder receives and intends to accept an offer to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togethertransfer such Shares, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Holder shall give deliver written notice (the "Proposed Sale Notice") by certified mail, return receipt requested to WHL (the "Offeree") in writing to such effectSecretary of the Company, enclosing a copy of such bona fide offer (it being agreed at its principal executive office. The Proposed Sale Notice shall state that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires Holder intends to sell (the "Seller's Warrant"), such Shares and the name of the person or persons to whom proposed purchaser (the Seller desires to make such sale "Proposed Purchaser") and shall state the number of Shares, the price per Share and the dollar value terms and conditions for the payment of such price (the consideration which has been offered "Terms of Sale"). The foregoing right of first refusal shall not apply to any gift (or transfer without consideration) of any Shares to any Permitted Transferee (as such term is defined in connection therewith. Upon receipt of the NoticeOrion Power Holdings, Inc., 1998 Stock Incentive Plan, as amended from time to time (the Offeree initially "Plan")), so long as such Permitted Transferee agrees in writing, in such form reasonably acceptable to the Company, that such Shares shall continue to be subject to the same conditions, restrictions and covenants in effect immediately prior to such gift or transfer. (b) The Company shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 thirty (30) days from the date of receipt of the Proposed Sale Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) Shares on the Terms of Sale. The Offeree may Company shall exercise the its right and option provided in this Section 3 of first refusal by giving written notice (the "Purchase Notice") to the Seller Holder. The Purchase Notice shall set forth a date not later more than the close of business on the date of expiration of such right and option thirty (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 30) days from after the date of such noticenotice by which the Holder should deliver the certificate(s) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered representing such Shares to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the SellerCompany's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforprincipal executive office. (c) If all the Seller's Warrant is Company elects not purchased by the Offeree in accordance with this Sectionto exercise its right of first refusal within thirty (30) days, the Seller Holder may dispose of the Shares; provided, however, that such sale (i) shall not be required to sell any of the Seller's Warrant is to the Offeree and Proposed Purchaser, (ii) mayon the Terms of Sale, during the 90-day period commencing on and (iii) occurs within thirty (30) days after the expiration of the rights and options provided for in this Section, sell all (but not less than all) Company's right of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementfirst refusal. (d) WHL may designate or assign its rights to purchase The Company's right of first refusal as provided herein shall expire at the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent time of the Seller, such consent not be unreasonably withheld or delayedan Initial Public Offering.

Right of First Refusal. Except in the event of and after the consummation of a Purchaser Approved Offering , and except for gifts, charitable donations or sales in each case representing less than One Percent (a1%) Whenever of the Company's outstanding common stock in the aggregate, no shareholder shall be permitted to dispose of any shares of the Company's common stock unless such shares shall have been offered for sale in writing first to the Company and as often as then to the WAT Trustee or its successors or assigns other shareholders of the Company pro rata. In the event a shareholder desires to transfer any common shares, the shareholder desiring to make such transfer (each, a the "SellerTransferring Shareholder") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give deliver written notice (the "Offer Notice") to WHL the Company and to all other shareholders at least sixty (60) days prior to the "Offeree") proposed transfer. The Offer Notice will disclose in writing to such effect, enclosing a copy reasonable detail the proposed number of such bona fide offer (it being agreed that the Seller shall cause any such offer shares to be reduced to writing) transferred, the proposed transferee and specifying the portion proposed price, terms and conditions of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. transfer. i. Upon receipt of the Offer Notice, the Offeree initially Company shall have the first right and option to purchase up to all of (the Seller"Company's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable Option") for a period of 30 thirty (30) days to purchase or otherwise acquire all or part of the shares described in the Offer Notice for an aggregate amount (such aggregate amount being hereinafter referred to as the "Option Price") equal to the bona fide purchase price to be paid by the proposed purchaser as described in the Offer Notice (which amount shall be zero if the proposed transfer would take the form of a gift or other gratuitous transfer). The Company shall notify in writing all then current shareholders as to whether it will exercise, partially exercise or not exercise the Company's Option before the expiration of the Company's Option. ii. In the event that the Company does not elect to fully exercise the Company's Option within thirty (30) days after receipt of the Offer Notice, the remaining shareholders shall have the option (each a "Shareholder's Option") for a period of ten (10) days from the date earlier of (i) their receipt of written notice from the Notice Company of its decision not to exercise or to only partially exercise the Company's Option, or (ii) the expiration of the Company's Option (the "Expiration DateOther Shareholder Election Period"). Failure , to purchase or otherwise acquire all or part of the Offeree remaining shares which the Company does not choose to respond purchase pursuant to the Company's Option, in proportion to their respective ownership of shares which, for purposes of such determination, shall include without duplication all outstanding options, warrants or other rights owned by such shareholders that are convertible into shares as of the date of such notice from the Company (or the expiration of the Company's Option), for an amount equal to the applicable portion of the Option Price. Each shareholder shall notify in writing all then current shareholders as to whether such shareholder will exercise, partially exercise or not exercise the shareholder's option before the expiration of the Other Shareholder Election Period. iii. For a period of ten (10) days from the earlier of (i) the receipt by the other shareholders of a written notice from a shareholder that it does not want to exercise its option or will only partially exercise its option, or (ii) the expiration of the Other Shareholder Election Period, the other shareholders shall have the right to purchase or otherwise acquire such shareholder's portion of the shares described in the Offer Notice in proportion to their respective ownership of shares (determined as described in Section 2.c.ii. above). iv. If shares of a Transferring Shareholder remain unsold after compliance with the procedures set forth in this Section 2.c., the Company shall have the final option for ten (10) days to purchase or otherwise acquire all of the remaining shares proposed to be transferred for an amount equal to the applicable portion of the Option Price. If, however, the Company and the other shareholders do not individually or collectively elect to purchase all of the shares being offered, the Transferring Shareholder may, within thirty (30) days after the expiration of the Other Shareholder Election Period (subject to the provisions of Section 2.c.▇▇. ▇▇low), transfer all of the shares specified in the Offer Notice to the transferee identified in the notice at the price and terms stated in the Offer Notice. Any shares so transferred thereupon shall continue to be subject to this Agreement, and the transferee shall have the rights and obligations set forth in this Agreement hereunder with respect to such shares. If the Transferring Shareholder fails to consummate such transfer within the 30thirty-day period after the expiration of the Other Shareholder Election Period, any transfer of the shares thereafter shall again be subject to the provisions of this Section 2.c. v. Unless otherwise agreed in writing, signed by the person against whom such writing is sought to be enforced, the closing of any acquisition of common shares hereunder pursuant to the Company's Option or a Shareholder's Option shall take place within forty-five (45) days of an applicable option's exercise. If any such closing does not take place within such forty-five day period, then the shares that were to be acquired shall be offered in accordance with this Section 2.c. as though the applicable option had not been exercised. vi. Notwithstanding the foregoing provisions of this Section 2.c., the following shall apply in the event of any Involuntary Transfer of common shares. An "Involuntary Transfer" shall mean any transfer caused by the death of a shareholder, as well as any transfer, proceeding or action by, through, as a consequence of, or in which a shareholder shall be deprived or divested of any right, title or interest in or to any of the common stock of the Company, including, without limitation, any seizure under levy, attachment or execution, any transfer in connection with bankruptcy (whether pursuant to a filing of a voluntary or an involuntary petition under the United States Bankruptcy Code, or any amendments, modifications, revisions or successors statutes thereto) or other court proceeding to a debtor-in-possession, trustee in bankruptcy or receiver or other officer or agency, any transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property, any transfer pursuant to a separation agreement, equitable distribution agreement or community property distribution agreement, or the entry of a final court order in a divorce proceeding from which there is no further right of appeal. In the event of any Involuntary Transfer, the Company shall give written notice to each shareholder upon the occurrence, or prospective occurrence, of such Involuntary Transfer within fifteen (15) days of the date on which the Company is notified of the occurrence or prospective occurrence of such Involuntary Transfer. The foregoing provisions of this Section 2.c. then shall apply, except (i) the Option Price shall be the value of the Company as determined by a qualified representative of a nationally recognized investment banking or accounting firm mutually agreeable to the Company, Purchaser, and the shareholder who made, or may make, the Involuntary Transfer, multiplied by the percentage of all equity interests in the Company that is then represented by the shares that are the subject of the Involuntary Transfer, such independent appraised value to take into account the earnings and book value of the Company, and (ii) the appraiser shall deliver written notice of such valuation to the Company and to all other shareholders promptly following his completion of such valuation, and such written notice shall be considered the Option Notice for purposes of this Section 2.c. The cost of the appraisal shall be shared equally by the Company and the shareholder who made, or may make, the Involuntary Transfer. At the closing of any purchase by the Company or any shareholders pursuant to this Section 2.c.▇▇., ▇he involuntary transferee shall deliver certificates representing the common shares being purchased, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, and such shares shall be conveyed free and clear of any liens, claims, options, charges, encumbrances or rights of others arising through the action or inaction of the involuntary transferee, and the involuntary transferee shall so represent and warrant. The involuntary transferee shall further represent and warrant that he is the beneficial owner of such shares. In the event the provisions of this Section 2.c.▇▇. ▇▇all be held to be unenforceable with respect to any particular Involuntary Transfer of common stock, or if all of the shares subject to the Involuntary Transfer are not purchased by the Company and/or one or more shareholders, and if the involuntary transferee subsequently desires to transfer such common stock, the involuntary transferee shall be deemed to constitute be a notification to the Seller of the Offeree's decision not to exercise the first right "Transferring Shareholder" under Section 2.c. and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased bound by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 other provisions of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee event the Owner Participant desires to sell, lease, convey or otherwise transfer some or all of its successors Beneficial Interest or assigns (eachcause the Owner Lessor to sell, a "Seller") shall desire to sell all lease, convey or otherwise transfer its Owner Lessor’s Interest at any time within three years after expiration or termination of the Warrants granted to the WAT Trustee Facility Lease (other than pursuant to Sections 13 and 14 of the Subscription Agreement and Plan Facility Lease) to any Person other than an Affiliate of Reorganization Relating to CenterMark Propertiesthe Owner Participant, Inc.the Facility Lessee or an Affiliate thereof, dated as of May 13the Facility Lessee shall have the right, 1996unless such sale, and lease, conveyance or transfer is in connection with the Public Offering (togetherexercise of remedies upon a Lease Event of Default, to purchase, lease or otherwise acquire such interest on the "Company Warrants"), pursuant terms and conditions set forth in the bid that the Owner Participant intends to a accept. The Owner Participant shall give the Facility Lessee prompt written notice of all bona fide offer for offers that have been received from any other Person to purchase or acquire the purchase thereof, Owner Lessor’s Interest or Owner Participant’s Beneficial Interest or any part of either during such three-year period following the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion expiration or termination of the Company Warrants Facility Lease, and which the Seller desires offers it wishes to sell (the "Seller's Warrant")accept, the name together with a full and complete statement of the person or persons to whom the Seller desires to make such sale price and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrantmaterial terms, for cash at a purchase price equal to conditions and provisions contained in such offers. The Facility Lessee shall thereafter have the dollar value of such consideration, exercisable for right within a period of 30 forty-five (45) days from and after the date receipt by the Facility Lessee of receipt such notice to notify the Owner Participant of its intent to exercise its rights of first refusal. If the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not Facility Lessee elects to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by the preceding sentence, it shall within sixty (60) days of such notice purchase, and the Owner Participant shall sell, the Beneficial Interest on the same terms and conditions as the offer giving written rise to such right. If the Facility Lessee does not give such notice to the Seller Owner Participant within the forty-five (45) day period or does not later than purchase the close Beneficial Interest within sixty (60) days of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing Owner Participant shall be free to proceed under the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree terms and conditions as set forth in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant its irrevocable notice to the Offeree and (ii) mayFacility Lessee, during unless the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights failure to purchase the Company Warrants Beneficial Interest within sixty (60) days is attributable to the Owner Participant. In the event that the terms or conditions are revised in any way that changes the agreement for sale, lease, conveyance or transfer such that the terms and conditions thereof, other than in immaterial respects, are less favorable to the Owner Participant (including any reduction in price or a change in the terms of payment thereof in a manner that is beneficial to the potential purchaser), the Owner Participant must again comply with the notice and acceptance provisions of this Section 16.2. In connection with the Facility Lessee’s exercise of the right of first refusal pursuant to this Section 3 16.2 with respect to any person or entity with the prior written consent of Owner Lessor’s Interest, the Seller, such consent not Ground Interest shall be unreasonably withheld or delayedconveyed to the Facility Lessee.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee If you propose to sell, pledge or its successors or assigns (eachotherwise transfer to a third party any Common Stock acquired under this Stock Option Agreement, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and interest in connection with the Public Offering (togethersuch Common Stock, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up "Right of First Refusal" with respect to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant such Common Stock. If you desire to transfer Common Stock acquired under this Stock Option Agreement, you must give a written notice ("Transfer Notice") to the Company describing fully the proposed transfer, including the number of shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee named and must constitute a binding commitment of both parties to the transfer of the Common Stock. The Company shall have the right to purchase all, and not less than all, of the Common Stock on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal before or within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Common Stock subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Common Stock on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that if the Transfer Notice provided that payment for the Common Stock was to be made in a consideration form other than lawful money paid at the dollar value time of which is transfer, the Company shall have the option of paying for the Common Stock with lawful money equal to or greater than the dollar present value of the consideration specified described in the Transfer Notice, subject in each case . The Company's Right of First Refusal shall inure to the restrictions contained benefit of its successors and assigns, shall be freely assignable in this Section 3 of this Agreement. (d) WHL may designate whole or assign its rights to purchase the Company Warrants pursuant to this Section 3 to in part and shall be binding upon any person or entity with the prior written consent transferee of the Seller, such consent not be unreasonably withheld Common Stock. The Company's right of First Refusal shall terminate if the Company's Common Stock is listed on an established stock exchange or delayedis quoted regularly on the Nasdaq Stock Market.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee The Shares acquired pursuant to the Subscription Agreement and Plan exercise of Reorganization Relating to CenterMark Properties, Inc., dated as this Option may be sold by the Optionee only in compliance with the provisions of May 13, 1996this Section 7, and subject in connection all cases to compliance with the Public Offering (togetherprovisions of Section 6(b) hereof. Prior to any intended sale, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Optionee shall first give written notice (the "“Offer Notice"”) to WHL the Company specifying (the "Offeree"i) in writing to such effect, enclosing a copy of such his or her bona fide offer intention to sell or otherwise transfer such Shares, (it being agreed that ii) the Seller shall cause any such offer to be reduced to writing) name and specifying the portion address of the Company Warrants which proposed purchaser(s), (iii) the Seller desires number of Shares the Optionee proposes to sell (the "Seller's Warrant"“Offered Shares”), (iv) the name price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon proposed sale. (b) Within 30 days after receipt of the Offer Notice, the Offeree initially shall have the first right and option Company or its nominee(s) may elect to purchase up all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within 15 days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Seller's WarrantOffered Shares, for cash the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a purchase higher price equal to and on the dollar value of terms and conditions set forth in the Offer Notice; provided, however, that such consideration, exercisable for a period of 30 sale or other transfer must be consummated within 60 days from the date of receipt of the Offer Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30and any proposed sale after such 60-day period shall may be deemed to constitute a notification to made only by again complying with the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided procedures set forth in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor7. (c) If The Optionee may transfer all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell or any portion of the Seller's Warrant Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the Offeree and (ii) may, during the 90-day period commencing on the expiration right of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained first refusal set forth in this Section 3 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this AgreementAgreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) WHL may designate or assign its rights Any Successor of Optionee pursuant to purchase Section 5 hereof, and any transferee of the Company Warrants Shares pursuant to this Section 3 7, shall hold the Shares subject to any person or entity the terms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the prior written consent provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the Seller, such consent not be unreasonably withheld or delayedinitial public offering of shares of the Company’s Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. (a) Whenever and In the event that any Shareholder proposes to Transfer any Shares, whether such Shares are held now or acquired hereafter by such Shareholder, to any Person other than as often as permitted pursuant to Section 3.03 hereof, the WAT Trustee Company or its successors assignee and the non-transferring Shareholders shall have a right of first refusal on the terms described below to purchase the Shares proposed to be Transferred (the “Subject Shares”). Each transferring Shareholder agrees to enter into a non-binding term sheet or assigns (each, a "Seller") shall desire to sell all or any other non-binding agreement in principle with the proposed transferee on the material terms of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996proposed Transfer, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller promptly thereafter such transferring Shareholder shall give written notice (the "“Transfer Notice"”) to WHL (the "Offeree") Company or its assignee and each of the non-transferring Shareholders of the proposed Transfer. The Transfer Notice shall describe in writing to such effectreasonable detail the material terms of the proposed Transfer, enclosing a copy including, without limitation, the number and type of such bona fide offer (it being agreed that Subject Shares, the Seller shall cause any such offer proposed transfer price and consideration to be reduced to writing) paid, and specifying the portion name and address of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3proposed transferee. (b) The Offeree may exercise Company or its assignee shall have sixty (60) business days following the right ROFR Trigger Date (as defined below) (the “Company Exercise Period”) to agree to purchase all of the Subject Shares at the price and option provided upon the terms specified in this Section 3 3.02(e) below by giving written notice to the Seller not later transferring Shareholder of its intent to purchase the Subject Shares. Notwithstanding the foregoing, the Company or its assignee may purchase less than all of the close Subject Shares if any of business on the non-transferring Shareholders exercise its right to purchase under Section 3.02(c) below, such that, in the aggregate, all of the Subject Shares will be purchased by the Company or its assignee and the non-transferring Shareholders exercising their collective rights of first refusal. As used herein, “ROFR Trigger Date” shall mean the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising delivery of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforTransfer Notice. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. In the event Landlord determines to sell, transfer, license or otherwise convey any interest, whether fee simple interest, easement interest, leasehold, or otherwise, and whether direct or indirect by way of transfer of ownership interests in Landlord if Landlord is an entity, which interest underlies or affects any or all of the Premises (the “ROFR Property”) to any third party that is a Third Party Competitor (as defined below), Landlord shall offer Tenant a right of first refusal to purchase the Premises (or such larger portion of the Property that encompasses the Premises, if applicable). For purposes herein, a “Third Party Competitor” is any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing communications infrastructure or any person or entity directly or indirectly engaged in the business of owning, acquiring, or investing in real property leases or easements underlying communications infrastructure. In such event, Landlord shall send a written notice to Tenant in accordance with Section 29 below that shall contain an offer to Tenant of a right of first refusal to purchase the ROFR Property, together with a copy of any offer to purchase, or any executed purchase agreement or letter of intent (each, an “Offer”), which copy shall include, at a minimum, the purchase price or acquisition price, proposed closing date, and financing terms (collectively, the “Minimum Terms”). Within thirty (30) days of receipt of such Offer, Tenant shall provide written notice to Landlord of Tenant’s election to purchase the ROFR Property on the same Minimum Terms, provided: (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the closing date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to no sooner than sixty (60) days after ▇▇▇▇▇▇’s purchase the Seller's Warrant under this Section 3. election notice; (b) The Offeree may given Landlord’s direct relationship and access to Tenant, Tenant shall not be responsible for payment of any broker fees associated with an exercise of Tenant’s rights to acquire the right and option provided in this Section 3 by giving written notice ROFR Property; and, (c) Tenant shall not be required to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising match any components of the election purchase price which are speculative or incalculable at the time of the Offer. In such event, ▇▇▇▇▇▇▇▇ agrees to exercise sell the same and the date (not later than 30 days from the date of such notice) upon which ROFR Property to Tenant subject to Tenant’s payment of the purchase price for and compliance with a purchase and sale agreement to be negotiated in good faith between Landlord and Tenant. If Tenant provides written notice that it does not elect to exercise its right of first refusal to purchase the Seller's Warrant ROFR Property, or if Tenant does not provide notice of its election within the thirty (30) day period, Tenant shall be made. The Seller shall cause deemed to be delivered have waived such right of first refusal only with respect to the Offeree noticespecific Offer presented (and any subsequent Offers shall again be subject to ▇▇▇▇▇▇’s continuing right of first refusal hereunder), on and Landlord shall be permitted to consummate the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment sale of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree ROFR Property in accordance with this Sectionthe strict terms of the Offer (“Permitted Sale”). If Landlord does not consummate the Permitted Sale within ninety (90) days of the date of Tenant’s waiver of its right of first refusal, including if the Seller (i) Minimum Terms are modified between Landlord and the Third Party Competitor, Landlord shall not be required to sell any of the Seller's Warrant reissue a New Offer to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this AgreementTenant. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (ai) Whenever and as often as the WAT Trustee or its successors or assigns If: (each, A) an Interest Holder (a "SellerTransferor") shall desire intends to sell transfer all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Propertiesportion of, Inc., dated as of May 13, 1996, and or any interest or rights in connection with the Public Offering (together, the "Company Warrants"), pursuant a Membership Interest either to a bona fide offer for third party purchaser or pursuant to an Involuntary Transfer, or, (B) an Interest Holder is a spouse of a Family Member, and the purchase thereofInterest Holder and such Family Member are divorced, the Seller Transferor shall give notice so notify the Company (the "Transfer Notice"). The Transfer Notice shall describe the terms upon which the Membership Interest is to be transferred or that the Interest Holder and the Family Member are getting a divorce. The Company shall have the option (the "Company Option") to WHL (purchase all of the "Offeree") in writing Membership Interest to such effect, enclosing be transferred on the terms proposed by a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer third party purchaser. With respect to be reduced to writing) and specifying the portion of an Involuntary Transfer or divorce, the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially also shall have the first right and option to purchase up to all of the Seller's WarrantMembership Interest that is subject to the Involuntary Transfer or that is owned by the Member who is getting divorced, for cash at a purchase price equal to the dollar fair market value of the Membership Interest as determined by an independent appraiser, taking into account adjustments for lack of marketability, lack of control and any other adjustments that may apply (the "Purchase Price"). (ii) The Company Option shall be and remain irrevocable for a period (the "Company Option Period") ending at 11:59 P.M. local time at the Company's principal office on the thirtieth (30th) Day following the date the Transfer Notice is given to the Company. (iii) At any time during the Company Option Period, the Company may elect to exercise the Company Option by giving written notice of its election to the Transferor. The Transferor shall not be deemed a Member for the purpose of voting on whether the Company shall elect to exercise the Company Option. (iv) If the Company chooses to exercise the Company Option, the Company's notice of its election shall fix a closing date for the purchase, which shall not be earlier than five (5) days after the date of the notice of election or more than thirty (30) days after the expiration of the Company Option Period. (v) If the Company chooses to exercise the Company Option, the Purchase Price shall be paid, at the Company's election, in cash at closing or in up to 48 equal monthly installments with interest at the applicable federal rate in effect as of the date of closing. In the latter case, payment will be secured by the Membership Interest purchased. (vi) If the Company fails to exercise the Company Option, the other Members will have the option to acquire the Membership Interest in the same proportions as the Units that the acquiring Member owns bears to the total number of Units owned by the Members who desire to acquire Membership Interest that is the subject of the transfer, or in such considerationother proportions as the Members may agree (the"Member Option"). The terms of the Member Option will be the same as the terms of the Company Option. (vii) The Member Option shall be and remain irrevocable for a period (the "Member Option Period") ending at 11:59 P.M. local time at the Company's principal office on the thirtieth (30th) Day following the date the Company Option Period expires. (viii) If a Member chooses to exercise the Member Option, exercisable the Purchase Price shall be paid, at the election of the Member, in cash at closing or in up to 48 equal monthly installments with interest at the applicable federal rate in effect as of the date of closing. In the latter case, payment will be secured by the Membership Interest purchased. (ix) If the Members fails to exercise the Member Option, the Transferor shall be permitted to offer and sell for a period of 30 ninety (90) days from the date of receipt of the Notice (the "Expiration DateFree Transfer Period"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on after the expiration of the rights and options provided for Member Option Period on the terms set forth in this Section, sell all (but the notice or at a price not less than all) of the SellerPurchase Price. If the Transferor does not Transfer the Membership Interest within the Free Transfer Period, the Transferor's Warrant right to Transfer the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants Membership Interest pursuant to this Section 3 to any person shall terminate. (x) Any Transfer of the Transferor Interest made after the last day of the Free Transfer Period or entity without strict compliance with the prior written consent terms, provisions, and conditions of the Sellerthis Section and other terms, such consent not provisions, and conditions of this Agreement, shall be unreasonably withheld null, void and of no force or delayedeffect.

Right of First Refusal. (a) Whenever If Rush desires to transfer (a “Transfer”) beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of in excess of 100,000 Shares in any given 12-month period to anyone other than a member of his family, an associate (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) of Rush or a Dealer Principal (as defined in the Dealer Sales and as often as the WAT Trustee or its successors or assigns (eachService Agreements), a "Seller") Rush shall desire first offer to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and Shares in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy excess of such bona fide offer (it being agreed that amount to Peterbilt in the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered manner specified in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 31. (b) If Rush desires to make a Transfer in other than an open market sale, he shall give written notice (the “Transfer Notice”) to Peterbilt. The Offeree may exercise Transfer Notice shall specify the right number of shares proposed to be sold, the identity of the proposed purchaser and option provided in this Section 3 the purchase price and other terms of the Transfer. Peterbilt shall have the right, exercisable by giving written notice to Rush within sixty (60) days after receipt of the Seller not later than the close of business on the date of expiration of such right and option (or if such date is Transfer Notice, to purchase all, but not a business daypart of, then on or before the close of business on Shares specified in the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of Transfer Notice in consideration for the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, and on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforterms set forth therein. (c) If all Rush desires to make a Transfer in an open market sale, including an underwritten public offering, he shall give written notice (the Seller's Warrant is “Market Notice”) to Peterbilt. The Market Notice shall specify the number of Shares proposed to be sold and the Closing Sales Price (as defined below) on the day immediately preceding the date of the Market Notice. Peterbilt shall have the right, exercisable by written notice to Rush within sixty (60) days after receipt of the Market Notice, to purchase all, but not purchased by the Offeree in accordance with this Sectiona part of, the Seller Shares specified in the Market Notice in consideration for cash at a price per share equal to the greater of (i) shall not be required to sell any of the Seller's Warrant to Closing Sales Price set forth in the Offeree and Market Notice or (ii) may, during the 90-day period commencing Closing Sales Price on the expiration day immediately preceding the date of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementexercise. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as Each Member hereby grants to the WAT Trustee other Members a right of first refusal on any proposed transfer to a non-Member (other than a transfer to an Affiliate) of Common Units, Series A Special Units or its successors Series B Special Units. (b) If a Common Unit Holder, Series A Holder or assigns Series B Holder proposes to transfer (each, other than a "Seller"transfer to an Affiliate) shall desire to sell all or any of the Warrants granted its Units to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), any non-Member pursuant to a bona fide third-party offer for (an “Acquisition Proposal”), then such holder (the “Selling Holder”) shall promptly give written notice (a “Disposition Notice”) thereof to the other Members. The Disposition Notice shall set forth the following information in respect of the proposed transfer: the name and address of the prospective acquiror (the “Proposed Transferee”), the Units subject to the Acquisition Proposal (the “Sale Units”), the purchase thereof, the Seller shall give notice price offered by such Proposed Transferee (the "Notice"“Offer Price”) and all other material terms and conditions of the Acquisition Proposal that are then known to WHL the other Members. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the "Offeree") in writing Offer Price shall be deemed equal to the amount of any such effect, enclosing a copy cash plus the fair market value of such bona fide offer (it being agreed that non-cash consideration. Each Member will provide written notice of its decision regarding the Seller shall cause any such offer exercise of its right of first refusal to be reduced to writing) and specifying the purchase its pro rata portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name Sale Units within 60 days of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon its receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Disposition Notice (the "Expiration Date"“ROFR Acceptance Deadline”). Failure of the Offeree to respond to the Notice provide such notice within the such 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may Sale Units. If any Member fails to exercise the its right and option provided of first refusal during any applicable period set forth in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day2.11(b), advising it shall be deemed to have waived its rights with respect to such proposed disposition of the election Sale Units, but not with respect to exercise the same and the date (not later than 30 days from the date any future offer of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforUnits. (c) If all a Member chooses to exercise its right of first refusal to purchase the Seller's Warrant is not purchased by Sale Units under Section 2.11(b), such Member and the Offeree in accordance with this Section, Selling Holder shall enter into a purchase and sale agreement for the Seller Sale Units which shall include the following terms: (i) shall not the Member will agree to deliver cash for the Offer Price (unless such Member and the Selling Holder agree that consideration will be required to sell any paid by means of the Seller's Warrant to the Offeree and an interest-bearing promissory note); (ii) maythe Selling Holder will represent that it has good title to the Sale Units; and (iii) unless otherwise agreed by the Selling Holder and such Member, during the 90-day period commencing on closing date for the expiration purchase of the rights and options provided for in this Section, sell all Sale Units shall occur no later than 60 days following receipt by the Selling Holder of written notice by such Member of its intention to exercise its option to purchase the Sale Units pursuant to Section 2.11 (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementb). (d) WHL The Selling Holder and the exercising Member shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required statutory waiting periods; provided, however, that such delay shall not exceed 90 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may designate or assign its rights be, by such 90th day, then the Members shall be deemed to purchase have waived their right of first refusal with respect to the Company Warrants pursuant Sale Units described in the Disposition Notice and thereafter neither the Selling Holder nor the Members shall have any further obligation under this Section 2.11 with respect to such Sale Units unless such Sale Units again become subject to this Section 3 2.11 pursuant to any person or entity Section 2.11(e). (e) If the transfer to the Proposed Transferee is not consummated in accordance with the prior written consent terms of the SellerAcquisition Proposal within the later of (A) 90 days after the later of the ROFR Acceptance Deadline, such consent and (B) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the Selling Holder may not be unreasonably withheld or delayedtransfer any of the Sale Units described in the Disposition Notice without complying again with the provisions of this Section 2.11 if and to the extent then applicable.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee The Shares acquired pursuant to the Subscription Agreement and Plan exercise of Reorganization Relating to CenterMark Properties, Inc., dated as this Option may be sold by the Optionee only in compliance with the provisions of May 13, 1996this Section 7, and subject in connection all cases to compliance with the Public Offering (togetherprovisions of Section 6(b) hereof. Prior to any intended sale, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Optionee shall first give written notice (the "“Offer Notice"”) to WHL the Company specifying (the "Offeree"i) in writing to such effect, enclosing a copy of such his or her bona fide offer intention to sell or otherwise transfer such Shares, (it being agreed that ii) the Seller shall cause any such offer to be reduced to writing) name and specifying the portion address of the Company Warrants which proposed purchaser(s), (iii) the Seller desires number of Shares the Optionee proposes to sell (the "Seller's Warrant"“Offered Shares”), (iv) the name price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Offeree initially shall have the first right and option Company or its nominee(s) may elect to purchase up all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Seller's WarrantOffered Shares, for cash the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a purchase higher price equal to and on the dollar value of terms and conditions set forth in the Offer Notice; provided, however, that such consideration, exercisable for a period of 30 sale or other transfer must be consummated within sixty (60) days from the date of receipt of the Offer Notice and any proposed sale after such sixty (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-60) day period shall may be deemed to constitute a notification to made only by again complying with the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided procedures set forth in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor7. (c) If The Optionee may transfer all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell or any portion of the Seller's Warrant Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the Offeree and (ii) may, during the 90-day period commencing on the expiration right of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained first refusal set forth in this Section 3 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this AgreementOption Agreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) WHL may designate or assign its rights Any Successor of Optionee pursuant to purchase Section 5 hereof, and any transferee of the Company Warrants Shares pursuant to this Section 3 7, shall hold the Shares subject to any person or entity the terms and conditions of this Option Agreement and no further transfer of the Shares may be made without complying with the prior written consent provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the Seller, such consent not be unreasonably withheld or delayedinitial public offering of shares of the Company’s Class A Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. (ai) Whenever and Prior to a Qualified Public Offering, for so long as often as no Key Man Event has occurred, any Shareholder (other than Parent) wishing to Transfer all or part of such Shareholder’s Equity Securities (the WAT Trustee or its successors or assigns “Selling Shareholder”) (each, a "Seller"except Affiliate Transfers) shall desire deliver written notice of such Transfer to the Parent and the Company, disclosing in reasonable detail the identity of the prospective transferee(s) (the “Proposed Purchaser”), the number and type of Equity Securities to be transferred (the “ROFR Shares”) and all material terms and conditions of the proposed Transfer (the “ROFR Transfer Notice”), and the ROFR Transfer Notice shall constitute a binding offer to sell the ROFR Shares on such terms and conditions to Parent or the Company. If Parent or the Company have elected to purchase all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires ROFR Shares pursuant to sell (the "Seller's Warrant"this Section 3.01(c), the name closing of the person or persons purchase and sale of such ROFR Shares shall be consummated as soon as practical after the delivery of the election notice(s) to whom the Seller desires Selling Shareholder but no later than 60 days after the ROFR Transfer Notice, subject to make such sale clause (d) below. In the event of competing elections to purchase ROFR Shares by Parent and the dollar value Company, the election of Parent shall take precedence over the election of the consideration which Company. (ii) In the event of a proposed Transfer described in Section 3.01(c)(i), Parent or the Company may elect to purchase all or any portion of the ROFR Shares to be transferred upon the same economic terms and conditions as those set forth in the ROFR Transfer Notice by delivering a written notice of such election to the Selling Shareholder within 30 days after the ROFR Transfer Notice has been offered in connection therewithdelivered pursuant to Section 3.01(c)(i). Upon receipt of If neither Parent nor the Notice, the Offeree initially shall have the first right and option Company elects to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to ROFR Shares specified in the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the ROFR Transfer Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under in accordance with this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day3.01(c), advising of the election to exercise the same and the date (Selling Shareholder may Transfer any ROFR Shares not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of Parent or the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant Company to the Offeree Proposed Purchaser, subject to the provisions of Section 3.01(c), on the same terms as set forth in the ROFR Transfer Notice and (ii) maysuch other terms that are no more favorable to the Proposed Purchaser than those specified in the ROFR Transfer Notice, during the 90-60 day period commencing on immediately following the expiration ROFR Transfer Notice, with the purchase and sale of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant shares subject to the transferee named in the ROFR Transfer Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case being consummated to the restrictions contained Parent, the Company and any Proposed Purchaser in this Section 3 of this Agreement. such 60 day period. Any ROFR Shares not transferred within such 60 day period (as extended pursuant to clause (d) WHL may designate or assign its rights below) shall be subject to purchase the Company Warrants pursuant to provisions of Section 3.01(a) and this Section 3 to 3.01(c) upon any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayedsubsequently proposed Transfer.

Right of First Refusal. (a) Whenever and as often as Prior to entering into any arrangement with a third party to obtain any GDS or other travel technology related services that succeeds the WAT Trustee Subscriber Entity Agreement or its successors replaces any portion thereof during Booking Evaluation Period 5 or assigns (each, a "Seller") shall desire to sell all or any at the end of the Warrants granted to Term, Priceline will provide Worldspan written notice of the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Propertiesproposed arrangement (an “ROFR Notice”). It is understood, Inc.however, dated as of May 13, 1996, and that no ROFR Notice shall be required in connection with arrangements with any third party for such services if and to the Public Offering extent that Priceline is permitted (togetheror, if the "Company Warrants")Subscriber Entity Agreement were still in effect, would be permitted) to engage or contract with such third party for such services under the terms of the Subscriber Entity Agreement, such as any arrangement with a third party for the generation through an Other GDS of any Segments that Priceline is not obligated to generate through the Worldspan GDS pursuant to this Amendment. Each ROFR Notice shall include as an attachment the proposed definitive agreement pursuant to which the third party will provide the applicable services or, if such definitive agreement has not been prepared, a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion detailed description of the Company Warrants applicable services and all material terms and conditions upon which the Seller desires to sell (the "Seller's Warrant")third party will provide them; provided, the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Noticehowever, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) that Priceline shall not be required to sell any divulge to Worldspan the identity of such third party. Following receipt of an ROFR Notice that satisfies the Seller's Warrant foregoing requirements, Worldspan will have forty-five (45) days to the Offeree (i) notify Priceline that Worldspan elects to provide substantially similar material services on material terms and conditions that are substantially similar to, but no less favorable to Priceline than, those described in such ROFR Notice, and (ii) mayprovide to Priceline a proposed signed definitive agreement for such substantially similar material services on such substantially similar, during but no less favorable to Priceline, material terms and conditions. In the 90event Worldspan elects not to provide Priceline with such services, it shall so notify Priceline in writing as soon as practicable. During such 45-day period, (x) Priceline shall devote sufficient commercial, technical, and legal resources to facilitate in good faith Worldspan’s evaluation of the proposed arrangement, and (y) Priceline shall not be entitled to change the material terms of such third party arrangement for purposes of this Paragraph. Priceline shall not enter any such arrangement with a third party if Worldspan has elected to provide the services and provided to Priceline a proposed definitive agreement that meets the requirements set forth above. If Worldspan elects not to provide the services or the 45-day period commencing has expired without a response from Worldspan that meets the requirements set forth above, then Priceline may enter into such arrangement with the third party on terms and conditions that do not materially deviate from the expiration of the rights terms and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named conditions included in the ROFR Notice to Worldspan. [**] = Confidential treatment requested for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity redacted portion; redacted portion has been filed separately with the prior written consent of the Seller, such consent not be unreasonably withheld or delayedCommission.

Right of First Refusal. With respect to any Transfer, or agreement to engage in a Transfer, prior to the earlier of (i) January 1, 2009 or (ii) a Termination Event, the ▇▇▇▇▇ Entities shall have, and each other Stockholder hereby irrevocably grants to the ▇▇▇▇▇ Entities, the rights (the "Right of First Refusal") described in this Section 5.01. (a) Whenever and as often as A Stockholder (other than a ▇▇▇▇▇ Entity) (the WAT Trustee or its successors or assigns (each, a "SellerSelling Stockholder") shall desire that desires to sell Transfer its Stock in compliance with this Section 5.01 must first receive a bona fide, written, binding offer and commitment ("Offer") for the acquisition of any or all or any of the Warrants granted to Transferor's Shares from a Qualified Transferee (other than an Affiliate or an Associate of the WAT Trustee pursuant to Selling Stockholder), that is capable of consummating the Subscription proposed acquisition on the terms of the Offer, conditioned only on the exercise of Stockholder rights under this Agreement and Plan satisfaction of Reorganization Relating to CenterMark Properties, Inc., dated as customary closing conditions. Upon receipt and acceptance of May 13, 1996, and in connection with the Public Offering (togetheran Offer, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Selling Stockholder shall give written notice (the "ROFR Notice") to WHL FFW stating that the Selling Stockholder intends to Transfer Stock. The ROFR Notice shall identify the Qualified Transferee, specify the type and number of shares of Stock to be Transferred to the Qualified Transferee (the "OffereeROFR Shares"), specify the per share price (in cash or other consideration) in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's WarrantSale Price")) that the Qualified Transferee has agreed to pay for the ROFR Shares, the name and enclose an accurate summary of all terms and conditions of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3proposed transfer. (b) The Offeree may ROFR Notice shall constitute the Selling Stockholder's binding offer to sell the ROFR Shares to the ▇▇▇▇▇ Entities on the terms set forth in the ROFR Notice and this Agreement. The ▇▇▇▇▇ Entities, or any of them, shall have 10 business days after delivery of the ROFR Notice (subject to any required regulatory approvals, provided that the appropriate ▇▇▇▇▇ Entity is using commercially reasonable efforts to satisfy such regulatory condition as soon as reasonably practicable) (the "ROFR Exercise Period") to exercise its right to purchase all, but not less than all of, the right ROFR Shares at the Sale Price and option provided upon the other terms and conditions set forth in this Section 3 the ROFR Notice by giving written notice to the Seller not later than Selling Stockholder within the close ROFR Exercise Period. (c) Failure to deliver such a notice within the ROFR Exercise Period shall constitute waiver of the Right of First Refusal with respect to the ROFR Shares, and the Selling Stockholder shall have ninety (90) business days thereafter to complete the transfer of the ROFR Shares to the Qualified Transferee pursuant to the Offer; otherwise, the ROFR Shares shall thereupon be again subject to the right of first refusal described in this Section 5.01 before any transfer can be made. (d) Delivery of a notice exercising the Right of First Refusal shall create a binding contract between the applicable ▇▇▇▇▇ Entities and the Selling Stockholder for the purchase and sale of the ROFR Shares at the Sale Price and on the date terms and conditions in the Offer and this Section 5. 01. In that event, the ▇▇▇▇▇ Entities exercising the right of expiration of such right and option (or if such date is not a business dayfirst refusal shall deliver the Sale Price for the ROFR Shares, then on or before in immediately available funds, to the close of business on Selling Stockholder to effectuate the next succeeding business day), advising Transfer of the election to exercise ROFR Shares within five business days after the same and the date (not later than 30 days from the date of such notice) upon which payment end of the purchase price for ROFR Exercise Period or the Seller's Warrant shall satisfaction of the conditions to closing contained in the ROFR Notice provided that the appropriate ▇▇▇▇▇ Entity is using commercially reasonable efforts to cause such condition to be madesatisfied as soon as reasonably practicable. The Seller Selling Stockholder shall cause to be delivered effectuate the Transfer of the ROFR Shares by promptly delivering to the Offeree notice, on the payment date specified in such notice, the certificate applicable ▇▇▇▇▇ Entities one or certificates representing the Seller's Warrant being purchased by the Offereemore certificates, properly endorsed for transfer, against payment of that represent the purchase price thereforROFR Shares, together with stock powers and such other closing documentation at the applicable ▇▇▇▇▇ Entities may reasonably request. (ce) If all A Transfer to one of the Seller's Warrant is not purchased by the Offeree ▇▇▇▇▇ Entities or a Qualified Transferee in accordance with this Section, the Seller (i) shall Section 5.01 is not be required subject to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to Section 4.02 or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement7. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as The Purchaser shall have a one-time right of first refusal (the WAT Trustee or its successors or assigns (each, a "SellerRight of First Refusal") shall desire to sell all or purchase the Subject Property as follows: i) in the event that, at any time and from time to time within three (3) months of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan execution of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togetherthis Agreement, the "Company Warrants"), pursuant to Vendor receives a bona fide offer from a willing third party for the purchase thereof, of all or a portion of the Seller shall give notice Subject Property which the Vendor intends to accept (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's WarrantAcceptable Offer"), the Vendor shall give the Purchaser notice of the Acceptable Offer, together with a true and complete copy of the Acceptable Offer (provided that the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 proposed purchaser may be deleted) within twenty days from the date that the Vendor receives the Acceptable Offer. An Acceptable Offer shall provide that the purchase price thereunder shall be payable in cash or a combination of receipt cash and mortgage back. An agreement of purchase and sale that is conditional on the Notice (the "Expiration Date"). Failure Purchaser not exercising this Right of the Offeree to respond to the Notice within the 30-day period First Refusal shall be deemed to constitute a notification be an Acceptable Offer. The Vendor agrees that the Purchaser shall have the prior right to the Seller of the Offeree's decision not to exercise the first right and option elect to purchase the Seller's Warrant under this Section 3Subject Property for the price and on the terms and conditions contained in the Acceptable Offer, which right may be exercised at any time within the thirty (30) business days following receipt of such written notice of the Acceptable Offer by written notice of such exercise given to the Vendor. (bii) The Offeree may exercise if the right Purchaser does so elect, the notice given by it shall constitute a binding agreement of purchase and option provided in this Section 3 by giving written notice sale; iii) if the Purchaser does not so elect, the Vendor shall be free to sell the Seller not later than the close of business Subject Property on the date terms and conditions set forth in the Acceptable Offer, and this Right of expiration First Refusal shall be of no further force and effect. If such right and option (or if such date Acceptable Offer is not a business daycompleted, then on or before this Right of First Refusal shall remain in force for any subsequent Acceptable Offer; and, iv) the close of business on Vendor covenants and agrees not to sell the next succeeding business day), advising of Subject Property unless the election to exercise Vendor has first complied with the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be madeterms hereof. The Seller shall cause to be delivered to Vendor may transfer the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 Subject Property to any person affiliated organization or entity with the prior written consent without triggering this Right of the Seller, such consent not be unreasonably withheld or delayedFirst Refusal.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (eachExcept for Permitted Transfers, a "Seller") if Tenant shall desire to sell all assign this Lease or any sublease twenty-five percent (25%) or more of the Warrants granted Premises for more than eighteen (18) months or for the balance of the Term (“Desired Transfer”), then Tenant shall give Landlord notice (“Intention to Transfer Notice”) of such Desired Transfer. The Intention to Transfer Notice shall state that Tenant desires to assign the Lease or shall specify the portion and amount of rentable square feet of the Premises which Tenant intends to transfer (“Desired Transfer Space”) and shall specify the contemplated date of the commencement of the Contemplated Transfer (“Contemplated Effective Date”), which date shall be no sooner than one hundred fifty (150) days after the date of the intention to Transfer Notice. In addition, the Intention to Transfer Notice shall state that it is being delivered to Landlord pursuant to this Section 14.5 in order to allow Landlord to elect to terminate this Lease as to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark PropertiesDesired Transfer Space. Thereafter, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially Landlord shall have the first right and option to purchase up to all of the Seller's Warrantoption, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration Tenant within thirty (30) days after receipt of such right and option (or if Intention to Transfer Notice, to terminate this Lease as to such date is not a business day, then on or before the close of business on the next succeeding business day), advising Desired Transfer Space as of the election Contemplated Effective Date. In the event Landlord does not give such written recapture notice to exercise Tenant within such thirty (30) day period, Tenant shall have one hundred eighty (180) days thereafter within which to effect the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree Transfer in accordance with the Intention to Transfer Notice, subject to compliance with the other provisions of this SectionLease. In the event Tenant does not complete the Transfer within such 180-day period, Tenant shall be required to deliver a new Intention to Transfer Notice to Landlord and repeat the provisions of this section. In the event the recapture option is exercised by Landlord, this Lease shall be canceled and terminated with respect to the Desired Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord of less than the entire Premises, Base Rent and Additional Rent shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises prior to such recapture, and this Lease as so amended shall continue thereafter in full force and effect, and upon the request of either party, the Seller (i) parties shall execute written confirmation of the same. In the event of a partial recapture, Tenant shall be responsible for all permitting and Alterations required to separately demise the recaptured space, and the reduction in Rent shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell effective until all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which such work is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementcompleted. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. Subject to all other terms and conditions of this Agreement (a) Whenever including, without limitation, Sections 3.2 and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"3.3), pursuant Company hereby grants to Licensor an exclusive right of first refusal (a bona fide “Right of First Refusal”), to market, promote, sell, offer for sale and/or distribute any Product in the purchase thereofField, anywhere in the Seller world. Company shall give provide Licensor with written notice (the "“ROFR Notice"”) of each bona fide Third Party offer to acquire the right (whether by license, acquisition or otherwise, but not including, for the avoidance, any transactions constituting a possible Change of Control) to WHL commercialize one or more Products in the Field in a particular jurisdiction (each such offer, a “ROFR Offer”), and which notice shall describe the "Offeree"material commercial terms of such offer, on a no-names basis, in reasonable detail. Within thirty (30) calendar days of delivery of a ROFR Notice, Licensor shall advise Company in writing to such effect, enclosing a copy of such bona fide offer (whether it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (proceed with the "Seller's Warrant")ROFR Offer on substantially similar commercial terms. Licensor’s failure to deliver the foregoing written response in a timely manner, or Licensor’s delivery of a written response rejecting the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the NoticeROFR Offer, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed a rejection of the ROFR Offer, and Company shall be entitled to constitute a notification negotiate and to enter into an agreement with the relevant Third Party with respect to such ROFR Offer (for clarity, with respect to the Seller same Product(s) and jurisdiction(s) and on commercial terms no more favorable, taken as a whole, in any material respect, to such Third Party than those set forth in the relevant ROFR Offer), without any further obligations to Licensor. In the event that Licensor confirms, in a timely manner, that it desires to proceed with the ROFR Offer on substantially similar commercial terms, then the Parties shall enter into good faith negotiations to enter into a binding agreement (each such agreement, a “Definitive Agreement”) as promptly as reasonably possible. If the Parties have not entered into a Definitive Agreement with respect to a ROFR Offer within forty-five (45) calendar days of Licensor’s exercise of its rights hereunder, then Company shall be entitled to negotiate and to enter into an agreement with the Offeree's decision not relevant Third Party with respect to exercise the first right and option to purchase the Seller's Warrant under this Section 3. such ROFR Offer (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice for clarity, with respect to the Seller not later same Product(s) and jurisdiction(s) and on commercial terms no more favorable to such Third Party, taken as a whole, in any material respect, than those set forth in the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business dayrelevant ROFR Offer), advising of the election without any further obligations to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforLicensor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as The parties hereto agree that the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any restrictions on Transfer set forth in Section 2 of the Warrants granted Stockholders Agreement shall not apply to a Transfer by that is in accordance with the WAT Trustee terms of Section 2 of this Joinder. In the event that proposes to Transfer Stockholder Shares (other than pursuant to paragraph 2(b), paragraph 3 or paragraph 6 of the Stockholders Agreement, pursuant to a Public Sale or pursuant to the Subscription Agreement and Plan terms of Reorganization Relating to CenterMark Properties, Inc.the Subordinated Loan Agreement, dated as of May 13the date hereof, 1996, between and in connection with the Public Offering Company (together, the "Company Warrants"“Subordinated Loan Agreement”)), pursuant to a bona fide offer for the purchase thereof, the Seller shall give written notice (the "“Transfer Notice"”) to WHL the Company and the Investor (the "Offeree") “Offerees”). The Transfer Notice shall disclose in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that reasonable detail the Seller shall cause any such offer to be reduced to writing) and specifying the portion identity of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"prospective transferee(s), the name number of Stockholder Shares to be transferred and the terms and conditions of the person or persons to whom proposed Transfer. will not consummate any Transfer until 30 days after the Seller desires to make such sale and the dollar value of the consideration which Transfer Notice has been offered in connection therewithgiven to the Offerees (the “Offer Period”), except pursuant to an Offeree purchase hereunder. Upon receipt of the Notice, the Offeree initially shall have the first right and option The Company may elect to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Transfer Notice by delivering a written notice of such election to within 30 days after the Transfer Notice has been given to the transferee named Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Investor may elect to purchase all (but not less than all) of the Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Transfer Notice for by delivering a consideration written notice of such election to within 30 days after the dollar value of which is equal Transfer Notice has been given. If neither the Company nor the Investor elects to or greater than the dollar value purchase all of the consideration Stockholder Shares specified in the Transfer Notice, subject may transfer the Stockholder Shares specified in each case the Transfer Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Transfer Notice during the 60-day period immediately following the Offer Period. Any Stockholder Shares not transferred within such 60-day period will be subject to the provisions of this paragraph upon subsequent transfer. If the Offerees elect to purchase Stockholder Shares hereunder, the Transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to or its Permitted Transferee, but in any event within 15 days after the expiration of the Offer Period. The restrictions set forth in this Section 2 shall not apply with respect to any Transfer of Stockholder Shares by to a Permitted Transferee; provided that the obligations and restrictions contained in the Stockholders Agreement shall continue to be applicable to the Stockholder Shares after any such Transfer and provided further that the transferees of such Stockholder Shares shall have agreed in writing to be bound by the provisions of the Stockholder Agreement affecting the Stockholder Shares so Transferred. Notwithstanding the foregoing, shall not avoid the provisions of this Section 3 2 by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. In connection with any proposed transfer of Stockholder Shares by in accordance with this Agreement. (d) WHL may designate or assign its rights to purchase Section 2, the Company Warrants pursuant shall provide any prospective purchaser of such Stockholder Shares reasonable access to the properties, books and records of the Company upon reasonable advance notice and at no cost or expense to the Company; provided that such prospective purchaser executes and delivers a confidentiality agreement in form and substance reasonably satisfactory to the Company. Notwithstanding anything in the Stockholders Agreement or in this Section 3 Joinder to the contrary, shall not transfer any person or entity Stockholder Shares to a Competitor (as defined below) of the Company and each transfer of Stockholder Shares by shall involve Stockholder Shares representing at least one percent of the aggregate Stockholder Shares outstanding at such time on a fully-diluted basis (unless such transfer is in connection with the prior written consent transfer of the Seller, such consent not be unreasonably withheld or delayed.senior subordinated promissory

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee event the Franchisee wishes to transfer its rights under this Agreement or its successors any interest in it, or assigns (eachany part or portion of any business entity that owns it, a "Seller") shall desire to sell or all or any a substantial portion of the Warrants granted assets of the PAK MAIL Center, the Franchisee agrees to grant to the WAT Trustee pursuant Franchisor a 30 day right of first refusal to purchase such rights, interest or assets on the same terms and conditions as are contained in the written offer to purchase submitted to the Subscription Agreement and Plan of Reorganization Relating to CenterMark PropertiesFranchisee by the proposed purchaser; provided, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togetherhowever, the "Company Warrants"following additional terms and conditions shall apply: a. The Franchisee shall notify the Franchisor of such offer by sending a written notice to the Franchisor (which notice may be the same notice as required by Section 16.2(d) above), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide the written offer (it being agreed that from the Seller shall cause proposed purchaser; b. The 30 day right of first refusal period will run concurrently with the period in which the Franchisor has to approve or disapprove the proposed transferee; c. Such right of first refusal is effective for each proposed transfer and any such offer to be reduced to writing) and specifying material change in the portion terms or conditions of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period proposed transfer shall be deemed to constitute a notification separate offer on which a new 30 day right of first refusal shall be given to the Seller Franchisor; d. If the consideration or manner of payment offered by a third party is such that the Franchisor may not reasonably be required to furnish the same, then the Franchisor may purchase the interest which is proposed to be sold for the reasonable cash equivalent. If the parties cannot agree within a reasonable time on the cash consideration, an independent appraiser shall be designated by the Franchisor, whose determination will be binding upon the parties. All expenses of the Offeree's decision appraiser shall be paid for equally between the Franchisor and the Franchisee; and e. If the Franchisor chooses not to exercise its right of first refusal, the first right Franchisee shall be free to complete the sale, transfer or assignment, subject to compliance with Sections 16.2 and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice 16.3 above. Absence of a reply to the Seller not later than Franchisee's notice of a proposed sale within the close of business on the date of expiration 30 day period is deemed a waiver of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforfirst refusal. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and Except as often as the WAT Trustee or its successors or assigns set forth in Section 4.1(b)-(e), if any Shareholder party to this Agreement wishes to Transfer (eachany such Shareholder, a "Seller") shall desire to sell all “Selling Shareholder”), directly or indirectly, any of its Company Shares, to any Person or Persons (other than a Permitted Transferee) (the Warrants granted “Proposed Purchaser”), then such Selling Shareholder shall first deliver to each other Shareholder party to this Agreement (in each case, such offerees, the “Offeree Shareholders”), a written notice (a “ROFR Notice”) which shall specify (i) the number of Company Shares (including detail with respect to the WAT Trustee pursuant numbers of Company Shares) proposed to be Transferred (the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"“ROFR Shares”), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice"ii) to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale Proposed Purchaser and the dollar value of terms on which such ROFR Shares shall be sold to such Proposed Purchaser, and (iii) the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a aggregate purchase price equal (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed Purchaser has agreed to pay for the dollar value of such considerationROFR Shares (the “ROFR Purchase Price”). The ROFR Notice shall constitute an irrevocable offer by the Selling Shareholder (an “ROFR Offer”), exercisable for a period of 30 thirty (30) days from after delivery thereof to each Offeree Shareholder (the date of receipt “ROFR Election Period”), to sell all, but not less than all, of the Notice (the "Expiration Date"). Failure of ROFR Shares to the Offeree to respond to Shareholders at the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3ROFR Purchase Price. (b) The During the ROFR Election Period, each Offeree Shareholder may exercise elect to purchase up to their pro rata share (based on the right and option provided in this Section 3 number of Company Shares held by giving such Offeree Shareholder as a percentage of Company Shares held by all Offeree Shareholders) of the ROFR Shares at the ROFR Purchase Price by delivering written notice to such effect (a “ROFR Acceptance Notice”), prior to the Seller not later than the close of business on the date of expiration of the ROFR Election Period, to the Selling Shareholder. Failure by an Offeree Shareholder to so notify the Selling Shareholder of its election to accept the ROFR Offer during the applicable time period shall be deemed a waiver of its purchase rights in connection with such right and option (ROFR Offer, but shall not impair or if prejudice any rights of such date is not Offeree Shareholders under this Section 4.2 in the event that the provisions hereof again become applicable to a business day, then on or before Transfer by the close Selling Shareholder of business on the next succeeding business day), advising any of the election Company Shares referred to exercise in the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforROFR Notice. (c) If In the event that not all of the Seller's Warrant is Offeree Shareholders elect to purchase their pro rata share of the ROFR Shares, the Offeree Shareholders electing to purchase their pro rata share (based on the number of shares of the Company Shares held by each such Offeree Shareholder as a percentage of the Company Shares held by all Offeree Shareholders) of the ROFR Shares shall have the right to purchase their pro rata share (based on the number of shares of Company Shares held directly or indirectly by such exercising Offeree Shareholders as a percentage of the Company Shares held by all Offeree Shareholders electing to so purchase under this Section 4.2(c)) of any ROFR Shares not agreed to be purchased by the other Offeree in accordance with this SectionShareholders, during an additional fifteen (15) day period (the Seller “Accretion Period”), beginning following notice to the Offeree Shareholders from the Selling Shareholder that not all of the ROFR Shares were agreed to be purchased during the ROFR Election Period. (id) If any or all of the Offeree Shareholders timely accept the ROFR Offer and all of ROFR Shares are agreed to be purchased by such exercising Offeree Shareholders, such exercising Offeree Shareholders and the Selling Shareholder shall, within thirty (30) days following the delivery of the ROFR Acceptance Notice to the Selling Shareholder, enter into a binding agreement (a “Sale Agreement”) for the sale of the ROFR Shares at the ROFR Purchase Price to such exercising Offeree Shareholders. The Sale Agreement shall contain such terms as are customary between significant shareholders of an issuer; provided that the Selling Shareholder shall not be required to sell make any representations or warranties or provide any indemnities regarding the business of the Seller's Warrant Company, and provided further that the payment obligations of the ROFR Purchase Price shall not be made subject to obtaining the prior approval of Enacom. (e) The closing of the sale of the ROFR Shares under any Sale Agreement shall take place at the offices of the Company (or at such other place as may be mutually acceptable to the parties thereto) not later than two hundred seventy (270) days after the Sale Agreement was executed and delivered to the Selling Shareholder by the Offeree Shareholders (subject to extension under the circumstances and within the time periods provided in Section 4.7). At such closing, the Selling Shareholder shall deliver the certificates representing the ROFR Shares, with any required documentary or transfer taxes or stamp taxes affixed, to the purchasing members of the Offeree Shareholders, against payment therefor as provided in the Sale Agreement, free and clear of any Encumbrance (other than this Agreement) or other encumbrances of whatsoever nature and with an appropriate transfer letter addressed to the Company. (f) If (i) the Offeree Shareholders have not exercised the ROFR Option within the applicable ROFR Election Period and any Accretion Period for all of the ROFR Shares, or (ii) maythe Sale Agreement has not been executed by the Offeree Shareholders and tendered to the Selling Shareholder for execution within the period specified in the first sentence of Section 4.2(d), during or (iii) the 90-day period commencing on the expiration closing of the rights purchase and options provided sale of all the ROFR Shares has not occurred by the date scheduled for closing for any reason other than a breach by the Selling Shareholder of any of its or their covenants, representations or warranties in this Sectionthe Sale Agreement that are a condition to such closing (the first to occur of the foregoing being hereinafter referred to as the “Free to Sell Date”), then, in any such event, the Selling Shareholder shall have the right (within the period specified in Section 4.2(g)) to sell all (all, but not less than all) , of the Seller's Warrant ROFR Shares to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration Proposed Purchaser specified in the NoticeROFR Notice for the ROFR Purchase Price, subject in each case to compliance by the Proposed Purchaser with the requirements of Sections 4.2(g) and 4.3. No party hereto shall be permitted to transfer directly or indirectly Shares to any Person that is not a party to this Agreement pursuant to this Article IV, unless such Person has executed and delivered to the parties hereto an instrument, in form and substance reasonably satisfactory to the parties hereto, by which such Person agrees (and any subsequent transferee will be required to agree) that it shall be bound by, and take such Company Shares or interest in Company Shares subject to, the obligations and restrictions contained set forth in this Section 3 of this AgreementArticle IV as if such obligations and restrictions applied to such Person. (dg) WHL The Selling Shareholder’s right to sell the ROFR Shares to the Proposed Purchaser pursuant to Section 4.2(f) shall expire and all of the provisions of this Section 4.2 shall be reinstated in the event that the Proposed Purchaser has not purchased the ROFR Shares and complied with the requirements of Section 4.2 in full within two hundred seventy (270) days following the Free to Sell Date, unless extended pursuant to Section 4.7. (h) If any Offeree Shareholder accepts an ROFR Offer and then willfully fails to consummate the purchase of the ROFR Shares in accordance with the provisions of this Section 4.2 (a “ROFR Defaulting Shareholder”), then, in addition to any remedies at law or in equity that the Selling Shareholder may designate have in respect of such failure, the ROFR Defaulting Shareholder shall thereafter cease to have any right to receive ROFR Offers or assign to enjoy the benefits of this Section 4.2 in respect thereof. (i) If any Offeree Shareholder accepts an ROFR Offer, then during the period from the date of delivery of the ROFR Acceptance Notice until the date the ROFR Shares are transferred, the Selling Shareholder shall at all times cooperate with the remaining Shareholders in causing the Company at all times to operate its rights business in the ordinary course, consistent with past practices. (j) If any Permitted Holder (any such Shareholder, a “Dominio Selling Shareholder”) wishes to Transfer, directly or indirectly, any of its shares in Dominio to any Person or Persons (other than a Permitted Holder) (the “Proposed Dominio Purchaser”) and following such Transfer the Permitted Holders would not, collectively, hold more than 50% of the equity interests of Dominio and otherwise Control Dominio, then the legal representative of Dominio shall not permit such Transfer to be consummated unless the Dominio Selling Shareholder has first delivered to Fintech Advisory (if no Veto Third Party Shareholder exists) or the Veto Third Party Shareholder Representative, if applicable, a written notice (a “Dominio ROFR Notice”) which shall specify (i) the number of shares of Dominio proposed to be Transferred (the “Dominio ROFR Shares”), (ii) the name of the Proposed Dominio Purchaser and the terms on which such Dominio ROFR Shares shall be sold to such Proposed Dominio Purchaser, and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed Dominio Purchaser has agreed to pay for the Dominio ROFR Shares (the “Dominio ROFR Purchase Price”). The Dominio ROFR Notice shall constitute an irrevocable offer by the Selling Dominio Shareholder (a “Dominio ROFR Offer”), for a period of thirty (30) days after delivery thereof to Fintech Advisory or Veto Third Party Shareholder Representative (the “Dominio ROFR Election Period”), to sell all, but not less than all, of the Dominio ROFR Shares to the Fintech Parties or the Veto Third Party Shareholder at the Dominio ROFR Purchase Price. During the Dominio ROFR Election Period, Fintech Advisory or the Veto Third Party Shareholder Representative may inform the Dominio Selling Shareholder of the election by the Fintech Parties or the Third Party Veto Shareholder to purchase all of the Company Warrants ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Purchase Price by delivering written notice to such effect (a “Dominio ROFR Acceptance Notice”), prior to the expiration of the ROFR Election Period, to the Selling Shareholder. Failure to so notify the Selling Shareholder of the election to so accept the Dominio ROFR Offer during the applicable time period shall be deemed a waiver of its purchase rights in connection with such Dominio ROFR Offer. If the Fintech Parties or the Veto Third Party Shareholder timely accept the Dominio ROFR Offer and all of the Dominio ROFR Shares are agreed to be purchased by the Fintech Parties or the Veto Third Party Shareholder, the Fintech Parties or the Veto Third Party Shareholder, as applicable, and the Dominio Selling Shareholder shall, within thirty (30) days following the delivery of the Dominio ROFR Acceptance Notice to the Dominio Selling Shareholder, enter into a binding agreement (a “Dominio Sale Agreement”) for the sale of the ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Purchase Price to the Fintech Parties or the Veto Third Party Shareholder. The Dominio Sale Agreement shall contain such terms as are customary between significant shareholders of an issuer; provided that the Dominio Selling Shareholder shall not be required to make any representations or warranties or provide any indemnities regarding the business of Dominio or its Subsidiaries or investments and provided further that the payment obligations of the Dominio ROFR Purchase Price shall not be made subject to obtaining the prior approval of Enacom. The closing of the sale of the Dominio ROFR Shares under any Dominio Sale Agreement shall take place at the offices of Dominio or such address in Argentina or the United States as Dominio shall indicate not later than ninety (90) days after the Dominio Sale Agreement was executed and delivered to the Dominio Selling Shareholder by the Fintech Parties or the Veto Third Party Shareholder (subject to extension under the circumstances and within the time periods provided in Section 4.7), as applicable. At such closing, the Dominio Selling Shareholder shall deliver the certificates representing the Dominio ROFR Shares, with any required documentary or transfer taxes or stamp taxes affixed, to the Fintech Parties or the Veto Third Party Shareholder, as applicable, against payment therefor as provided in the Dominio Sale Agreement, free and clear of any Encumbrance (other than this Agreement) or other encumbrances of whatsoever nature and with an appropriate transfer letter addressed to Dominio. If (i) the Fintech Parties or the Veto Third Party Shareholder has not exercised the option within the applicable Dominio ROFR Election Period or (ii) the closing of the purchase and sale of all the Dominio ROFR Shares has not occurred by the date scheduled for closing for any reason other than a breach by the Dominio Selling Shareholders of any of its or their covenants, representations or warranties in the Dominio Sale Agreement that are a condition to such closing (the first to occur of the foregoing being hereinafter referred to as the “Dominio Free to Sell Date”), then, in any such event, the Dominio Selling Shareholder shall have the right (within 270 days following the Dominio Free to Sell Date) to sell all, but not less than all, of the Dominio ROFR Shares to the Proposed Dominio Purchaser specified in the Dominio ROFR Notice for the Dominio ROFR Purchase Price. The Dominio Selling Shareholder’s right to sell the Dominio ROFR Shares to the Proposed Dominio Purchaser shall expire and all of the provisions of this Section 4.2 shall be reinstated in the event that the Proposed Dominio Purchaser has not purchased the Dominio ROFR Shares and complied with the requirements of Section 4.2(j) in full within two hundred seventy (270) days following the Dominio Free to Sell Date, unless extended pursuant to Section 4.7. If the Fintech Parties or the Veto Third Party Shareholder accept a Dominio ROFR Offer and then willfully fails to consummate the purchase of the Dominio ROFR Shares in accordance with the provisions of this Section 3 4.2 (a “ROFR Dominio Defaulting Shareholder”), then, in addition to any person remedies at law or entity in equity that the Dominio Selling Shareholder may have in respect of such failure, the ROFR Dominio Defaulting Shareholder shall thereafter cease to have any right to receive Dominio ROFR Offers or to enjoy the benefits of this Section 4.2(j) in respect thereof. (k) If Dominio, any of its Affiliates or any Permitted Holder (each a “CVH Selling Shareholder”), wishes to Transfer, directly or indirectly, any shares of Capital Stock in CVH to any Person or Persons other than to an Affiliate of Dominio or any Permitted Holder (the “Proposed CVH Purchaser”) and as a result of such Transfer Dominio together with its Affiliates and or one or more Permitted Holders individually or collectively would not Control CVH, then CVH shall not permit such Transfer to be consummated unless the prior CVH Selling Shareholder has first delivered to Fintech Advisory (if no Veto Third Party Shareholder exists) or the Veto Third Party Shareholder Representative, if applicable, a written consent notice (a “CVH ROFR Notice”) which shall specify (i) the number of shares of Capital Stock of CVH proposed to be Transferred (the “CVH ROFR Shares”), (ii) the name of the SellerProposed CVH Purchaser and the terms on which such CVH ROFR Shares shall be sold to such Proposed CVH Purchaser, such consent and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed CVH Purchaser has agreed to pay for the CVH ROFR Shares (the “CVH ROFR Purchase Price”). The CVH ROFR Notice shall constitute an irrevocable offer by the Selling CVH Shareholder (a “CVH ROFR Offer”), for a period of thirty (30) days after delivery thereof to Fintech Advisory or the Veto Third Party Shareholder Representative, as applicable (the “CVH ROFR Election Period”), to sell all, but not be unreasonably withheld less than all, of the CVH ROFR Shares to the Fintech Parties or delayed.the Veto Third Party Shareholder at the CVH ROFR Purchase Price. During the CVH ROFR Election Period, Fintech Advisory or the Veto Third Party Shareholder Representative, as applicable, may inform the CVH Selling Shareholder of the election by the Fintech Parties or the Third Pa

Right of First Refusal. (a) Whenever and as often as Before any Shares may be Transferred by the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), Investor pursuant to a Permitted Non-Public Transfer, the Investor shall deliver a written notice (a “ROFR Notice”) to the Company, which shall confirm the Investor’s bona fide offer for the purchase thereofintention to Transfer Shares (such shares, the Seller shall give notice (the "Notice") to WHL (the "Offeree"“ROFR Shares”) in writing a Permitted Non-Public Transfer and shall set forth, with respect to such effectPermitted Non-Public Transfer, enclosing a copy of such bona fide offer in reasonable detail: (it being agreed that i) the Seller shall cause any such offer to be reduced to writing) and specifying the portion identity of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person Person or persons Persons to whom the Seller desires Investor intends to make Transfer such sale and ROFR Shares (the dollar “Identified Transferees”); (ii) the number of ROFR Shares that the Investor intends to Transfer; (iii) the price per share (expressed as a value in U.S. dollars or as a price relative to the market price) of the consideration which has been offered ROFR Shares (the “ROFR Price”); and (iv) all other material terms and conditions of such Permitted Non-Public Transfer (the “ROFR Terms”). The Company may nominate one or more Preferred New Investors whom it elects to be in connection therewith. Upon deemed receipt of the Notice, ROFR Notice and shall give written notice of the Offeree initially identity of such Preferred New Investor(s) to the Investor within the period of ten (10) Business Days following the receipt of the ROFR Notice by the Company. The delivery of the ROFR Notice shall have be evidence of the first right and option Investor’s irrevocable offer to purchase up Transfer to the Preferred New Investors(s) all of the Seller's Warrant, ROFR Shares for cash at a purchase price equal the ROFR Price and subject to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3ROFR Terms. (b) The Offeree may During the period of fifteen (15) Business Days following the receipt of the ROFR Notice by the Company (the “ROFR Exercise Period”), the Preferred New Investors(s) shall have the right to purchase all of the ROFR Shares for the ROFR Price per share and subject to the ROFR Terms, and the consummation of the sale and purchase of the ROFR Shares shall occur at the time that the Company, the Preferred New Investor(s) and the Investor shall reasonably establish by mutual agreement which time shall be not more than twenty (20) Business Days following the end of the ROFR Exercise Period. To exercise the right and option provided in this Section 3 by giving to purchase the ROFR Shares, the Preferred New Investor(s) must timely deliver written notice to the Seller not later than Investor within the close ROFR Exercise Period confirming the irrevocable commitment of business on the date Preferred New Investor(s) to purchase all of expiration the ROFR Shares for the ROFR Price and subject to the ROFR Terms. At the closing of such right and option (or if such date is not a business day, then on or before the close Transfer of business on the next succeeding business dayROFR Shares from the Investor to the Preferred New Investor(s), advising (i) the Investor shall Transfer to the Preferred New Investor(s) the ROFR Shares (such Shares to be allocated among the Preferred New Investor(s) as determined by the Preferred New Investors(s)) free and clear of all liens and encumbrances and shall deliver to the election Preferred New Investors such other documents and instruments evidencing or otherwise relating to exercise such Transfer as the same Preferred New Investor(s) reasonably may request, and (ii) the date (not later than 30 days from Preferred New Investor(s) shall deliver to the date Investor by wire transfer or bank check of such notice) upon which payment immediately available funds an amount of the purchase price cash in U.S. dollars for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in full for such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforROFR Shares. (c) If If, prior to the end of a ROFR Exercise Period, the Company does not exercise its right under this Section 4.5 to nominate any Preferred New Investor(s) or the Preferred New Investor(s) do not purchase the applicable ROFR Shares from the Investor for the ROFR Price per share and subject to the ROFR Terms, the Investor shall have the right, during a period of twenty (20) Business Days following the end of the ROFR Exercise Period (the “ROFR Open Period”), subject to the terms and conditions of this Agreement, to complete a Transfer of all of the Seller's Warrant ROFR Shares to an Identified Transferee for a price that is not purchased by less than the Offeree ROFR Price per share and subject to material terms and conditions that are not less favorable in accordance with this Section, any material respect to the Seller Investor than the ROFR Terms. If the Investor desires to Transfer any ROFR Shares following the end of the ROFR Open Period or if the Investor desires to Transfer any ROFR Shares in a Permitted Non-Public Transfer at any time (i) to any Person other than an Identified Transferee, (ii) for a price that is less than the ROFR Price per share or (iii) subject to material terms and conditions that are less favorable in any material respect to the Investor than the ROFR Terms, then the Investor shall not be required to sell any of comply with the Seller's Warrant procedures set forth under this Section 4.5 again by delivering a new ROFR Notice to the Offeree Company and (iiprovide the Company with the right to nominate one or more Preferred New Investors, and provide such Preferred New Investor(s) maywith another ROFR Exercise Period during which the Preferred New Investor(s) may elect to purchase ROFR Shares for the price per share, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant subject to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the material terms and conditions, indicated by such new ROFR Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee or its successors or assigns (each, a "Seller") shall desire event Landlord desires to sell all the Property, or any of portion or interest in the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering Property (together, the "Company WarrantsSale Property"), pursuant to a and shall have received an acceptable bona fide offer for to purchase the purchase thereof, the Seller shall give notice Property or such interest (the "NoticeOffer") to WHL (the "Offeree") in writing to such effect), enclosing a copy Landlord shall give written notice of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires its intent to sell (the "Seller's WarrantNotice of Intent to Sell")) to Tenant, the name together with an executed copy of the person or persons to whom the Seller desires to make such sale and the dollar value Offer setting forth all of the consideration which has been offered in connection therewith. Upon receipt terms of the Noticeproposed purchase and identifying the prospective purchaser. Tenant shall then have an option to purchase the Sale Property on the same terms and conditions as set forth in the Offer; provided, however, if the Offeree initially terms and conditions of the Offer provide for an exchange of like-kind real property as payment of all or a portion of the purchase price, Tenant may exercise its option to purchase by stating in its written notice of exercise its willingness to participate in an exchange transaction in which Landlord shall identify certain real property which Tenant, at no additional cost or expense to Tenant, shall acquire and exchange with Landlord for the Sale Property on terms and conditions otherwise consistent with the Offer. If no exchange is contemplated in the Offer, Tenant shall have the first right and further option to purchase up to all of paying Landlord in cash at closing the full amount of the Seller's Warrant, for cash at a purchase price equal of the Sale Property, notwithstanding any non-cash terms set forth in the Offer. If Tenant elects to the dollar value exercise its option, it shall give Landlord written notice of such consideration, exercisable for a period of 30 election within thirty (30) days from the date of after receipt of the Notice of Intent to Sell. If Tenant fails to exercise its option within such thirty (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period 30)-day period, (i) Landlord shall be deemed free to constitute a notification accept an offer to sell the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business Sale Property on the date of terms set forth in the Offer at any time within ninety (90) days after the expiration of such right and option thirty (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller 30)-day period; provided (i) the prospective purchaser executes and delivers to Tenant any documents reasonably necessary to acknowledge that Tenant's right to possession of the Premises shall not be required to sell any disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the Seller's Warrant to the Offeree provisions of this Lease; and (ii) mayTenant shall, during upon request, deliver to Landlord an acknowledgment of Tenant's failure to exercise the 90-day period commencing on option and Landlord's right to sell the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants Sale Property pursuant to this Section 3 to any person or entity 2(c). In the event Landlord has not completed such sale of the Sale Property within such ninety (90)-day period, Landlord shall not thereafter sell the Sale Property without first complying with the prior written consent provisions of this Section 2(c). In the Sellerevent the Sale Property comprises less than Landlord's entire interest in the Property, such consent not be unreasonably withheld the remaining portion of or delayedinterest in the Property shall remain subject to this Section 2(c).

Right of First Refusal. (ai) Whenever Holder may not Transfer this Warrant or any portion hereof unless it has complied with this Section 7(d). If ▇▇▇▇▇▇ proposes to Transfer this Warrant (or portion hereof), then Holder shall promptly give written notice (the “Sale Notice”) to the Company at least twenty (20) days prior to the closing of such Transfer. The Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the portion of this Warrant to be Transferred (the “Transfer Amount”), the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. (ii) For a period of ten (10) days following receipt of any Sale Notice, the Company shall have the right to purchase all, but not less than all, of the Transfer Amount subject to such Sale Notice on the same terms and conditions as often as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the WAT Trustee or Company (the “Company Notice”) and delivered to the Holder within such ten (10) day period. The Company shall effect the purchase of the Transfer Amount, including payment of the purchase price, not more than five (5) business days after delivery of the Company’s Notice, and at such time the Holder shall deliver to the Company this Warrant, properly endorsed for transfer. To the extent that the Company does not elect to exercise its successors or assigns purchase right pursuant to this Section 7(d), the Holder may, not later than thirty (each30) days following delivery to the Company of the Sale Notice, a "Seller"enter into an agreement providing for the closing of the Transfer of the Transfer Amount covered by the Sale Notice within thirty (30) days of such agreement on the terms and conditions described in the Sale Notice. Any subsequent proposed Transfer of this Warrant by the Holder, shall again be subject to the first refusal rights of the Company and shall require compliance by the Holder with the procedures described in this Section 7(d). (iii) Notwithstanding the foregoing, the purchase rights of the Company set forth in this Section 7(d) shall desire not apply to sell all or (i) any Transfer by a Holder to an Eligible Assignee, (ii) any pledge of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), this Warrant made pursuant to a bona fide offer for loan transaction that creates a mere security, (iii) any Transfer by Holder in connection with the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing sale of all or a copy portion of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion outstanding indebtedness of the Company Warrants which held by Holder or its Affiliates pursuant to the Seller desires Credit Agreement, or (iv) any Transfer that is a bona fide gift approved by the Holder’s Board of Directors; provided, in each case, that the pledgee, transferee or donee shall enter into a written agreement to sell be bound by and comply with all provisions of this Warrant as if it were an original Holder hereunder. (the "Seller's Warrant")iv) Any purported Transfer by a Holder of this Warrant (or portion thereof) in violation of this Section 7(d) shall be voidable, the name of the person or persons to whom the Seller desires to make such sale and the dollar value Company will not effect such Transfer nor will it treat any alleged transferee as the holder of this Warrant. (v) By its execution of this Agreement, Wachovia Bank, National Association, as the consideration which has been offered in connection therewith. Upon receipt Lender under the Credit Agreement, hereby consents to any purchase by the Company of this Warrant upon the Notice, the Offeree initially shall have the first right and option to purchase up to all exercise of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant its rights under this Section 3. (b) The Offeree may exercise 7(d), and acknowledges and agrees that notwithstanding any provision of the right and option provided in this Section 3 by giving written notice Credit Agreement to the Seller contrary, any such purchase shall not later than the close constitute a breach of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising any provision of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Credit Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (eachSubject to Section 3.8 below, a "Seller") shall desire if at any time any Restricted Holder desires to sell all or Transfer in any of the Warrants granted to the WAT Trustee manner any Stockholder Shares held by such Restricted Holder pursuant to the Subscription Agreement and Plan terms of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide written offer for received from a third party (the purchase thereof“Restricted Holder Buyer”), such Restricted Holder (the “Selling Restricted Holder”) shall submit a written offer (the “Restricted Holder Offer”) to sell such Stockholder Shares (the “Offered Stockholder Shares”) to the Company at the same price and on the same terms and conditions on which the Selling Restricted Holder proposes to sell such Offered Stockholder Shares to the Restricted Holder Buyer. The Restricted Holder Offer shall disclose the identity of the proposed Restricted Holder Buyer, the Seller number of Offered Stockholder Shares, the terms of the proposed Transfer, including price, and any other material facts, terms and conditions relating to the proposed Transfer. Within thirty (30) days after receipt of the Restricted Holder Offer, the Company shall give notice (to the "Notice") Selling Restricted Holder of its intent to WHL (the "Offeree") in writing to such effect, enclosing purchase all or a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants Offered Stockholder Shares from the Selling Restricted Holder on the terms and conditions set forth in the Restricted Holder Offer. Such notice shall specify the time, place and date for settlement of such purchase, which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash be consummated at a purchase price equal to closing held at the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice Company within the thirty (30-) day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3specified above. (b) The Offeree may exercise If the Company does not elect to purchase all of the Offered Stockholder Shares as provided in Section 3.2(a), the Company shall, within five (5) days after expiration of the thirty (30) day period specified in Section 3.2(a), provide each Major Holder with written notice (the “ROFR Notice”) of such election, which ROFR Notice shall include a copy of the Restricted Holder Offer provided to the Company pursuant to Section 3.2(a). Each Major Holder shall then have the right, exercisable within thirty (30) days following receipt of the ROFR Notice, to purchase up to that number of the Offered Stockholder Shares that the Company elected not to purchase from such Selling Restricted Holder (all such remaining shares being referred to as the “Remaining Offered Stockholder Shares”) equal to the aggregate Remaining Offered Stockholder Shares multiplied by a fraction: (i) the numerator of which is the number of Stockholder Shares held by such Major Holder; and (ii) the denominator of which is the aggregate number of Stockholder Shares held by all of the Major Holders (such amount to be referred to as a Major Holder’s “Major Holder ROFR Pro Rata Share”). In the event that a Major Holder does not wish to purchase its full Major Holder ROFR Pro Rata Share, then any Major Holder who has elected to purchase its full Major Holder ROFR Pro Rata Share shall have the right and option provided in this Section 3 to purchase, on a pro rata basis with any other Major Holders who so elect, any Remaining Offered Stockholder Shares not purchased. If exercised by giving the Major Holders pursuant hereto, the right to purchase the Offered Stockholder Shares or the Remaining Offered Stockholder Shares, as the case may be, shall be exercised by written notice to notice, signed by the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same Company and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be participating Major Holders, and delivered to the Offeree notice, on Selling Restricted Holder prior to the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment expiration of the purchase price thereforthirty (30) day notice period specified above. Such notice shall specify the time, place and date for settlement of such purchase, which shall be consummated at a closing held at the Company within ten (10) days after the expiration of the thirty (30) day notice period specified above. (c) If all For the Seller's Warrant is not purchased by the Offeree in accordance with purposes of this SectionSection 3.2, the Seller (i) number of Stockholder Shares held by a Major Holder shall not include the holdings of Permitted Transferees of such Major Holder, and such holdings shall be required to sell any aggregated together with that of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.Major Holder. As used

Right of First Refusal. If the Grantee, at any time prior to the ---------------------- earlier of (a) Whenever and the occurrence of a Change in Control Event (as often as defined below) or (b) the WAT Trustee or its successors or assigns (eachsecond anniversary of the termination of the Merger Agreement, a "Seller") shall desire seeks to sell all or any part of the Warrants granted Option Shares (i) in a transaction registered under the Securities Act (other than in a registered public offering in which the underwriters are instructed to make a broad public distribution) or (ii) in a transaction not required to be registered under the Securities Act (other than in a transfer (a) by operation of law upon consummation of a merger or (b) as a result of which the proposed transferee would own beneficially not more than 2% of the outstanding voting power of the Issuer), it shall give the Issuer (or a designee of the Issuer) the opportunity, in the following manner, to purchase such Option Shares: (a) The Grantee shall give notice to the WAT Trustee pursuant Issuer in writing of its intent to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering sell Option Shares (together, the a "Company WarrantsDisposition Notice"), specifying the ------------------ maximum number of Option Shares to be sold, the price and, if applicable, the material terms of any agreement relating thereto. For purposes of this Section 10, if the Disposition Notice is given with respect to the sale of the Option Shares pursuant to a bona fide offer tender or exchange offer, it shall be assumed that all Option Shares tendered will be accepted for the purchase thereofpayment. The Disposition Notice may be given at any time, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal including prior to the dollar value giving of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3any Exercise Notice. (b) The Offeree may exercise Issuer or its designee shall have the right and option provided in this Section 3 right, exercisable by giving written notice given to the Seller Grantee within five business days after receipt of a Disposition Notice (or, if applicable, in the case of a proposed sale pursuant to a tender or exchange offer for shares of Common Stock, by written notice given to the Grantee at least two business days prior to the then announced expiration date of such tender or exchange offer (the "Expiration Date")if such Disposition Notice was given at least four ---------------- business days prior to such Expiration Date), to purchase all, but not later less than all, of the close Option Shares specified in the Disposition Notice at the price set forth in the Disposition Notice. If the purchase price specified in the Disposition Notice includes any property other than cash, the purchase price to be paid by the Issuer shall be an amount of business on cash equal to the sum of (i) the cash included in the purchase price plus (ii) the fair market value of such other property at the date of expiration the Disposition Notice. If such other property consists of such right and option securities with an existing public trading market, the average closing price (or the average closing bid and asked price if closing prices are unavailable) for such date is not a business day, then securities on or before their principal public trading market for the close of business on the next succeeding business day), advising of the election five trading days ending five days prior to exercise the same and the date (not later than 30 days from the date of the Disposition Notice shall be deemed to equal the fair market value of such noticeproperty. If such other property consists of something other than cash or securities with an existing public trading market and at the time of the closing referred to in paragraph (c) upon which payment below, agreement on the value of such other property has not been reached, the higher of (i) the cash included in the purchase price and (ii) the average closing price of the Common Stock on the NYSE for the five trading days ending five days prior to the date of the Disposition Notice shall be used as the per share purchase price, provided, however, that promptly after the -------- ------- closing, the Grantee and the Issuer or its designee, as the case may be, shall settle any additional amounts to be paid or returned as a result of the determination of fair market value of such other property made by a nationally recognized investment banking firm selected by the Issuer and approved by the Grantee within thirty (30) days of the closing. Such determination shall be final and binding on all parties hereto. If, at the time of the purchase price for of any Option Shares by the Seller's Warrant Grantee (or its designee) pursuant to this Section 10, a tender or exchange offer is outstanding, then the Issuer (or its designee) shall agree at the time of such purchase to promptly pay to Grantee from time to time such additional amounts, if any, so that the consideration received by Grantee with respect to each Option Share shall be made. The Seller shall cause to be delivered equal to the Offeree noticehighest price paid for a share of Common Stock pursuant to such tender or exchange offer, on the payment date specified in or pursuant to any other tender or exchange offer outstanding at any time such notice, the certificate tender or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforexchange offer is outstanding. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this SectionIssuer exercises its right of first refusal hereunder, the Seller closing of the purchase of the Option Shares with respect to which such right has been exercised shall take place within five business days after the notice of such exercise (ior, if applicable, in the case of a tender or exchange offer, no later than one business day prior to the expiration date of the offer if written notice was given within the time set forth in the parenthetical in the first sentence of paragraph (b) above); provided, -------- however, that at any time prior to the closing of the purchase of Option ------- Shares hereunder, the Grantee may determine not to sell the Option Shares and revoke the Disposition Notice and, by so doing, cancel the Issuer's right of first refusal with respect to the disposition in question. The Issuer (or its designee) shall not be required to sell any of pay for the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for Option Shares in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementimmediately available funds. (d) WHL may designate If the Issuer does not exercise its right of first refusal hereunder within the time specified for such exercise, the Grantee shall be free for ninety (90) days following the expiration of such time for exercise to sell up to the maximum number of Option Shares specified in the Disposition Notice, at the price specified in the Disposition Notice or assign its rights to purchase any price in excess thereof and otherwise on substantially the Company Warrants pursuant to same terms set forth in the Disposition Notice; provided, that if such sale is not -------- consummated within such 90-day period, then the provisions of this Section 3 10 will again apply to the sale of such shares. (e) For purposes of the Agreement, a "Change in Control Event" shall ----------------------- be deemed to have occurred if (i) any person or entity with has acquired beneficial ownership of more than 50% (excluding the prior written consent Option Shares) of the Selleroutstanding shares of Common Stock or (ii) the Issuer shall have entered into an agreement, such consent not be unreasonably withheld including, without limitation, an agreement in principle, providing for a merger or delayedother business combination involving the Issuer or the acquisition of 30% or more of the assets of the Issuer and its subsidiaries, taken as a whole.

Right of First Refusal. Subject to the provisions of Section 2 above, an Investor (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller"Selling Investor" for purposes of this Section 3) shall desire to may sell for cash all or any portion of the Warrants granted to capital stock of the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering Company held by him (together, the "Company Warrants")whether now or hereafter acquired) at any time, pursuant to a bona fide offer for from a third party, subject to such Selling Investor's compliance with the purchase thereof, the Seller following provisions: (a) The Selling Investor shall give promptly deliver a notice of intention to sell (the a "Sale Notice") to WHL the Company setting forth in reasonable detail the capital stock of the Company to be sold (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's WarrantSubject Securities"), the name identity of the person or persons to whom the Seller desires to make such sale proposed purchaser and the dollar value proposed purchase price and terms of the consideration which has been offered in connection therewith. sale (including a copy of any written offer or indication of interest). (b) Upon receipt of a Sale Notice from the NoticeSelling Investor, the Offeree initially Company shall have the first right and option to elect to purchase up to at the price and on the terms stated in the Sale Notice, all or part of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt number of the Notice Subject Securities. In the event that the Company shall elect to purchase all or part of the Subject Securities, the Company shall so notify the Selling Investor within 20 days (the "Expiration DateCompany Option Period"). Failure ) after the receipt by the Company of the Offeree to respond Sale Notice. Any such election shall be made by written notice (a "Company Notice of Election") to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforSelling Investor. (c) If all the Seller's Warrant is not purchased Company Notice of Election with respect to the Subject Securities shall have been received as aforesaid by the Offeree in accordance with this SectionSelling Investor, the Seller (i) Selling Investor shall not be required sell such Subject Securities to sell any the Company at the price and on the terms stated in the Sale Notice. The closing of such sale of Subject Securities shall take place at the offices of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on Company no later than 20 days following the expiration of the rights Company Option Period (or upon the expiration of such longer period if required by law), or such other place and options provided earlier date as may be agreed by all parties to the transaction. At such closing the Selling Investor shall deliver a certificate or certificates for in this Sectionthe Subject Securities to be sold, sell accompanied by stock powers with signatures guaranteed and all (but not less than all) necessary stock transfer stamps affixed, against receipt of the Seller's Warrant purchase price therefor by certified or official bank check in New York Clearing House Funds or by wire transfer of immediately available funds. (d) Any Subject Securities not sold pursuant to the transferee named provisions of this Section 3 may be sold (in compliance with Section 4 below) to the person identified in the related Sale Notice for a consideration period of 60 days following the dollar value expiration of which is equal the Company Option Period or to any person or greater persons at a price not lower than the dollar value of the consideration price specified in the Sale Notice and on other terms not materially more favorable to the purchaser than those specified in the Sale Notice, . Any Subject Securities not sold by such 60th day shall again be subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer. In such notice, the Shareholder shall (ai) Whenever represent to Parent that the Shareholder has complied with its obligations in this Agreement with respect to such proposed Transfer and that the conditions to effect such Transfer as often as set forth in Section 4.1 of this Agreement have been satisfied and (ii) state the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any intended date of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewithproposed Transfer. Upon receipt of the Notice, the Offeree initially Parent shall have the first right and option right, but not the obligation, to purchase up to all of the Seller's Warrant, for cash buy such shares at a purchase price per share equal to the dollar value closing price of such consideration, exercisable for a period share of 30 days from Company Common Stock on the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree business day immediately prior to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving Parent’s written notice to the Seller Shareholders that Parent has elected to purchase all such shares of Covered Common Stock. If Parent has not exercised its right to purchase the shares of Company Common Stock included in the Shareholder’s notice by providing Shareholder written notice of Parent’s intent to exercise such right within one Business Day after receipt by Parent of the Shareholder’s notice (provided, that such Shareholder’s notice has been delivered to Parent no later than 9:00 a.m., New York time, on a Business Day, otherwise, Parent shall have until the close second Business Day after receipt of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business dayShareholder’s notice), advising the Shareholder shall be entitled to sell such shares of Covered Common Stock in order so to comply with the matters contemplated by clause (i) of Section 4.1. The purchase of any shares of Covered Common Stock by Parent pursuant to this Section shall be effected within one Business Day after notice by Parent of the election exercise of its rights under this Section 4.2, and Parent shall pay for such shares by wire transfer of immediately available funds to exercise an account or accounts designated in writing by the same and Shareholder. Parent shall have the date (not later than 30 days from the date right to permit any affiliate of Parent actually to effect any such notice) purchase by Parent, upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered by such affiliate to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforShareholder. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. All rights and obligations set forth in this Section 5.4 are expressly limited by and subject to any and all rights or third parties existing on the Distribution Date, all of which rights are set forth on Schedule 5.4 hereto to the actual knowledge of Leap. (a) Whenever and Except as often as otherwise may be agreed by the WAT Trustee parties, Leap shall not sell, assign, pledge, or in any manner transfer any Interest in its successors Leap Operating Assets, whether voluntarily or assigns (each, a "Seller") shall desire to sell all or any by operation of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrantlaw, for cash at consideration or by gift or otherwise, except by a purchase price equal to transfer which meets the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under requirements hereinafter set forth in this Section 35.4. (b) The Offeree may exercise the right and option provided If Leap desires to sell or otherwise transfer as described in this Section 3 by giving 5.4(a) above any Leap Operating Asset, Leap shall first give written notice thereof to QUALCOMM. Such notice shall indicate the Seller not later than relevant Leap Operating Asset and name the close proposed transferee, and state the number of business on the date of expiration of such right and option shares (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising extent and nature of the election interest) proposed to exercise be transferred, the same proposed consideration including timing and the date (not later than 30 days from the date of such notice) upon which payment form thereof, and all other material terms and conditions of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for proposed transfer, against payment of the purchase price therefor. (c) If For thirty (30) days following receipt of such notice, QUALCOMM shall have the option to elect to purchase all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant Leap Operating Asset described in the notice at the price and upon the terms set forth in such notice, subject to the Offeree rights of third parties and (ii) may, during other restrictions that may be set forth in written agreements with Leap in existence at the 90-day period commencing on the expiration time of the rights and options provided for in this Section, sell Distribution. In the event QUALCOMM elects to purchase all (but not less than all) of the Seller's Warrant Leap Operating Asset, it shall give written notice to the transferee named in the Notice for a consideration the dollar value Leap of which is equal its election and such purchase shall be made pursuant to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement5.4(e) below. (d) WHL Payment for any purchase QUALCOMM elects to make pursuant to subsection (c) above shall be made in cash or by wire transfer, within thirty (30) days following the election to purchase by QUALCOMM. Notwithstanding the foregoing, QUALCOMM shall have the option to pay for said Leap Operating Asset on substantially the same terms and conditions set forth in the notice from Leap regarding the proposed transfer of such Leap Operating Asset. (e) In the event QUALCOMM does not elect to acquire all of such Leap Operating Asset, Leap may, within the one hundred eighty (180) day period following the expiration of the option rights granted to QUALCOMM herein, transfer the Leap Operating Asset as specified in the notice, provided such transfer is consummated on the basis such that each of the corresponding material terms of such transfer is at least as favorable to Leap as each of the material terms set forth in the notice to QUALCOMM. (f) The foregoing provisions in this Section 5.4 shall not be applicable to the following transfers by Leap: (i) Leap's pledge, mortgage or other transfer (or any foreclosure pursuant thereto) of an Leap Operating Asset pursuant to the terms of the Credit Facility; (ii) Leap's bona fide pledge or mortgage (or any foreclosure pursuant thereto) of an Leap Operating Asset with a commercial lending institution, consistent with the terms of the Credit Facility; and (iii) Leap's transfer of an Leap Operating Asset to QUALCOMM. (g) The foregoing rights of QUALCOMM with respect to any Leap Operating Asset shall be subject to rights of third parties to acquire such Leap Operating Asset existing as of the Distribution Date with respect to such Leap Operating Asset, all of which rights are set forth on Schedule 5.4 hereto to the actual knowledge of Leap. (h) The foregoing right of first refusal shall terminate as of the date three (3) years following the Distribution. (i) QUALCOMM may designate or not assign its rights to purchase the Company Warrants pursuant to under this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed5.4.

Right of First Refusal. The Company and the Representative agree that for a period of twelve (a12) Whenever months after the Closing, the Company grants the Representative the right of first refusal (provided the Offering is completed) to provide investment banking services to the Company on an exclusive basis and on terms that are the same or more favorable to the Company comparing to terms offered to the Company by other underwriters/placement agents (such right, the “Right of First Refusal”), which right is exercisable in the Representative’s sole discretion. For these purposes, investment banking services shall include, without limitation, (i) acting as often lead manager for any underwritten public offering; and (ii) acting as the WAT Trustee placement agent or its successors or assigns (each, a "Seller") shall desire to sell all or initial purchaser in connection with any private offering of securities of the Warrants Company. The Right of First Refusal shall be subject to FINRA Rule 5110(g)(5), including that it may be terminated by the Company for Cause, which shall mean a material breach by the Representative of this Agreement. Each of the transactions described in the foregoing sentence is a “Subject Transaction” and the rights granted to the WAT Trustee pursuant Representative in this Section 3(p) are individually and collectively the “Right of First Refusal”. The Representative shall notify the Company of its intention to exercise the Subscription Agreement Right of First Refusal within fifteen (15) business days following notice in writing by the Company. Any decision by the Representative to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and Plan of Reorganization Relating to CenterMark Propertiesnature, Inc., dated as of May 13, 1996may be mutually agreed upon, and in connection with indemnification of the Public Offering (togetherRepresentative and shall be subject to general market conditions. If the Representative fails to respond or declines to exercise the Right of First Refusal, the "Company Warrants"), pursuant shall have the right to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause retain any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the other person or persons to whom provide such services on terms and conditions which are not more favorable to such other person or persons than the Seller desires to make such sale and terms declined by the dollar value Representative. The services provided by the Representative is solely for the benefit of the consideration which has been offered in connection therewith. Upon receipt Company and are not intended to confer any rights upon any persons or entities not a party hereto (including without limitation, securityholders, employees or creditors of the NoticeCompany) as against the Representative or its directors, the Offeree initially shall have the first right officers, agents, and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date")employees. Failure of the Offeree Any failure to respond to by the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not Representative or Representative’s decline to exercise the first right and option Right of First Refusal for a Subject Transaction shall not adversely affect the Representative’s Right of First Refusal with respect to purchase any other Subject Transaction during the Seller's Warrant under this Section 3. twelve (b12) The Offeree may months period agreed to above. If the Representative does not elect to exercise the right Right of First Refusal and option provided the material terms of the Subject Transaction are subsequently materially modified as to scope and nature, then the Company shall resubmit the proposed modified terms of the Subject Transaction in this Section 3 by giving writing to the Representative, and the Representative shall have five (5) business days after receipt of such written notice to advise the Seller not later than the close Company of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the its election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named participate in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementproposed transaction. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. The Company agrees that, if, for the period beginning on the Closing Date of the offering and ending eighteen (a18) Whenever and as often months after the commencement of sales of the offering (the “ROFR Period”); provided, however, that such ROFR Period shall be automatically extended by an additional eighteen (18) months (for a total of thirty-six months after commencement of sales of the offering) so long as the WAT Trustee or its successors or assigns (eachUnderwriter is acting in good faith pursuant to the Agreement and is not otherwise in breach of any terms herein, a "Seller") shall desire to sell all the Company or any of the Warrants granted its subsidiaries: (i) decides to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togetherfinance or refinance any indebtedness, the "Company Warrants"), pursuant to a bona fide offer for Underwriter (or any affiliate designated by the purchase thereof, the Seller shall give notice (the "Notice"Underwriter) to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up act as sole book-runner, sole manager, sole placement agent or sole agent with respect to all such financing or refinancing; or (ii) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the Seller's WarrantUnderwriter (or any affiliate designated by the Underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for cash at a purchase price equal to such financing. For the dollar value sake of such considerationclarity, exercisable for a period of 30 days from the date of receipt of parties agree that the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period Underwriter shall be deemed to constitute a notification have acted in good faith pursuant to the Seller Agreement so long as the Underwriter is not in breach of any terms hereof, the Offeree's Underwriter exercises good faith in connection with any engagements with the Company during the ROFR Period, and the Company completes the offering. For the avoidance of doubt, the failure to grant any concession, waiver or other request from the Company shall not be evidence of bad faith or breach. If the Underwriter or one of its affiliates decides to accept such engagement, the agreement governing such engagement (each a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary terms for transactions of similar size and nature, including, without limitation, indemnification and fees, which shall be no less than those outlined herein, and the provisions of this Agreement, for any equity offering. Notwithstanding the foregoing, the decision not to exercise accept the first right and option to purchase the Seller's Warrant Company’s engagement under this Section 3. 4(o) as to any proposed transaction shall be contingent upon (bi) The Offeree may exercise the right and option provided in this Section 3 by giving Underwriter or one of its affiliates providing a written notice to the Seller not later than the close of business on the date of expiration of such right and option Company, within ten (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising 10) calendar days of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment receipt of the purchase price Company’s notification of its financing needs, which Company notification must be provided in writing with delivery confirmation and include details regarding the size and all material terms of the proposed transaction, including a written term sheet for the Seller's Warrant proposed transaction which shall be made. The Seller shall cause to be delivered include, without limitation, all commissions and other fees payable to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree Underwriter and thereafter and (ii) may, during the 90-day period commencing on Underwriter proceeding to work promptly and in good faith toward completion of such financing. If the expiration Underwriter fails to accept such engagement within ten (10) calendar days after receipt of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase written notice from the Company Warrants pursuant to this Section 3 to any person or entity in compliance with the prior written consent sentence, the Underwriter shall have been deemed to have waived its right of first refusal as to the specific proposed transaction. Any waiver by the Underwriter of this right of first refusal shall be limited to the specific transaction terms proposed by the Company; the waiver will not be effective as to any transaction that differs from the terms delivered to the Underwriter in writing. Notwithstanding the foregoing, in the event that a tier I investment bank proposes to act as an underwriter or a placement agent in connection with a proposed public offering or private placement by the Company in the United States, then the Underwriter agrees to have such bank lead the transaction with the Underwriter serving as right-side co-manager, co-underwriter or co-placement agent, as applicable, with a minimum of 25% of the Sellereconomics. Beginning in the nineteenth (19th) month following commencement of the right of first refusal, the Company shall be entitled to raise an aggregate of $20 million outside the scope of the right of first refusal provided such consent capital raise(s) (a) are conducted in Korea and (b) do not involve any underwriter, placement agent, investment bank or other party acting in such capacity and/or receiving a commission in connection with such transaction. Notwithstanding any of the foregoing, the Underwriter’s right of first refusal may be unreasonably withheld or delayedterminated by an instrument in writing executed by both the Underwriter and the Company.

Right of First Refusal. (a) Whenever and as often as At any time after the WAT Trustee or its successors or assigns end of the Blockout Period, an Equityholder (each, a "Seller"SELLING HOLDER" for the purposes of this Section 4) shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to receives a bona fide offer for the purchase thereof, the Seller shall give notice from a Person (the "NoticeOFFEROR") to WHL purchase any Interests, such Selling Holder shall provide written notice ("ROFR NOTICE") to the Carlyle Holders and WCAS Holders (as applicable) and the Company, which ROFR Notice shall set forth (i) confirmation that such Selling Holder intends to Transfer all or certain of its Interests to such Offeror, (ii) the number of Interests proposed to be Transferred (the "OffereeOFFERED INTERESTS"), (iii) the proposed amount and form of consideration to be paid for the Offered Interests and (iv) all other material terms of the proposed Transfer. In the event that the terms and/or conditions set forth in the ROFR Notice are thereafter amended in any material respect, the Selling Holder(s) shall give written notice (an "AMENDED ROFR NOTICE") in writing of the amended terms and conditions of the proposed Transfer to such effect, enclosing a copy of such bona fide offer the Carlyle Holders and WCAS Holders (it being agreed that the Seller shall cause any such offer to be reduced to writingas applicable) and specifying the portion Company. Within ten (10) Business Days of receipt of the Company Warrants which ROFR Notice, or, if later, within five (5) Business Days of the Seller desires to sell Amended ROFR Notice (the "Seller's WarrantELECTION PERIOD"), the name Carlyle Holders and the WCAS Holders (as applicable) will have an irrevocable right to elect to purchase all, but not less than all (unless the Selling Holder otherwise agrees to in writing), of the person or persons to whom Offered Interests at the Seller desires to make such sale price and on the dollar value of terms and conditions set forth in the consideration which has been offered in connection therewith. Upon receipt of the ROFR Notice or, if applicable, Amended ROFR Notice, the Offeree initially shall have the first right and option to purchase up to all by delivery of the Seller's Warrant, for cash at a purchase price equal written notice to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice Selling Holder (the "Expiration DateELECTION NOTICE"). Failure During such Election Period, such Selling Holder will provide the Carlyle Holders and WCAS Holders with any additional information as is reasonably requested with respect to such ROFR Notice and the Offered Interests. The Election Notice shall constitute the binding agreement of each electing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and WCAS Holder (each, an "ELECTING PARTY") with the Selling Holder to purchase and sell, respectively, all of such Offered Interests at the price and on the terms and conditions set forth in the ROFR Notice or Amended ROFR Notice, as applicable; provided that if either the Carlyle Holders or the WCAS Holders are the Selling Holders and the Offeror identified by such holders is not reasonably acceptable to the WCAS Holders or the Carlyle Holders, as applicable, receiving the ROFR Notice, then the holders receiving such ROFR Notice shall be permitted to assign their respective rights and obligations under this Section 4 to another Person, who shall in any event be reasonably acceptable to the Selling Holders, for purposes of acquiring the Offered Interests and such other Person, upon acceptance of the Offeree to respond to the Notice within the 30-day period assignment, shall be deemed to be the "Electing Party" for all purposes of this Section 4. If there is more than one Electing Party, such Election Notice shall constitute the binding agreement of the Electing Parties and Selling Holder to purchase and sell, respectively, all of such Offered Interests to such Electing Parties (on a notification pro rata basis according to the Seller of Percentage Interests owned by such Electing Parties or as otherwise agreed by them) at the Offeree's decision not to exercise price and on the first right terms and option to purchase conditions set forth in the Seller's Warrant under this Section 3ROFR Notice or Amended ROFR Notice, as applicable. (b) The Offeree may exercise Within thirty (30) days of delivery of the right and option provided in this Section 3 by giving written notice Election Notice, each Electing Party shall deliver to the Seller Selling Holder (by certified check or wire transfer in immediately available funds) the purchase price of such Offered Interests to be purchased by such Electing Party, and the Selling Holder shall deliver certificates duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Transferred Interests as may be reasonably requested by each Electing Party and the Company, with all stock transfer taxes paid and stamps affixed, and the each Electing Party shall comply with any other conditions to closing generally applicable to such Selling Holder(s) and the Electing Parties in such transactions. Notwithstanding the foregoing, if any Governmental Approval is required in connection with any such purchase of Offered Interests and such Governmental Approval has not later been completed or obtained on or prior to the date scheduled for closing, the closing of the purchase of all Offered Interests shall take place on the fifth (5th) Business Day after such Governmental Approval has been completed or obtained. The Parties shall use reasonable efforts to complete or obtain any such required Governmental Approval; provided, however, that no Party shall be required to agree to any divestiture or operational constraint or pay any material amount of money (other than the close filing fee payable in connection with any notification required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of business on 1976, as amended ("HSR"), which shall be paid by such Electing Party) as a condition of obtaining such Governmental Approval. If each of the date of expiration of Parties has acted in good faith to complete or obtain any such right required Governmental Approval and option (such Governmental Approval has not been completed or if such date is not a business day, then obtained on or before the close of business on date which is ninety (90) days after the next succeeding business day), advising delivery to the Selling Holder of the election Election Notice, the proposed sale of Offered Interests subject to exercise the same such required Governmental Approval shall be cancelled with respect to such Electing Party and, for all purposes, such Electing Party shall be deemed to have elected not to purchase such Offered Interests pursuant to this Section 4, and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant Selling Holder shall be made. The Seller shall cause free to be delivered Transfer the Offered Interests to (i) the Offeree notice, on the payment date specified remaining Electing Parties in accordance with this Section 4 or (ii) if no such noticeElecting Parties remain, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforOfferor. (c) If all the Seller's Warrant Election Notice is not purchased received by such Selling Holder from any ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or WCAS Holder within the Offeree period specified in Section 4(a), the Selling Holder shall have the right to Transfer the Offered Interests specified in the ROFR Notice or Amended ROFR Notice, as applicable, to the Offeror in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 terms of this Agreement, but only at a price and upon terms and conditions no less favorable to the Selling Holder than those stated in the ROFR Notice or Amended ROFR Notice, as applicable, and only if the consummation of sale occurs on a date within ninety (90) days from the end of the Election Period. (d) WHL may designate or assign its rights to For purposes of calculating the purchase price of any such Transfer, if any portion of the consideration consists of other than cash, the Fair Market Value of any non-cash consideration shall be determined in accordance with Section 14(k) herein. (e) The closing of the transactions contemplated by this Section 4 shall occur at the principal place of business of the Company Warrants unless otherwise agreed to in writing by the parties to such transaction. (f) Notwithstanding the foregoing: (i) prior to any Transfer of Interests by a Selling Holder pursuant to this Section 3 to any person or entity 4, the Selling Holder shall, after complying with the prior written consent provisions of this Section 4, comply with the Sellerprovisions of Section 6 hereof, such consent if applicable; (ii) nothing in this Section 4 shall prevent a Permitted Transfer of any Interests by any Equityholder; and (iii) the Carlyle Holders and the WCAS Holders, as applicable, shall not be unreasonably withheld entitled to the ROFR rights under this Section 4 at any time that the Carlyle Holders or delayedthe WCAS Holders, as applicable, have Transferred more than 80% of their respective original Percentage Interests.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee AQM shall have a right of first refusal with respect to any sale, transfer, gift, assignment, pledge, encumbrance or its successors or assigns (each, a "Seller") shall desire to sell all or any other disposition of the Warrants granted to the WAT Trustee Stock acquired pursuant to the Subscription Agreement and Plan exercise of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with an Option. In the Public Offering (together, the "Company Warrants"), pursuant to event you receive a bona fide offer for to purchase or desire to sell, transfer, assign, pledge, encumber or otherwise dispose of any Stock acquired pursuant to the purchase thereofexercise of an Option, you shall deliver written notice thereof to AQM stating the terms of such proposed sale, transfer, gift, assignment, encumbrance or disposition, which notice shall also specify the number of shares of Stock involved, the Seller price per share, if any, and the name and address of the proposed transferee. AQM shall give have the right (exercisable by written notice to you during the thirty (30) day period following the "Notice"date of AQM's receipt the initial written notice from you) to WHL elect to purchase all or less than all of the shares of Stock specified in your written notice at a per share price equal to (the "Offeree"a) in writing to such effectthe case of a proposed pledge, enclosing encumbrance, gift or similar disposition, the Market Price (as defined in the preceding paragraph and determined as of the date of AQM's receipt of the written notice from you), or (b) in the case of a copy proposed sale, the lesser of such the Market Price or the price contained in the bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion specified in your written notice. The time and place of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale closing and the dollar value deliveries at closing shall be as specified in the preceding paragraph. In the event AQM does not exercise the right of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up refusal as to all of the Sellershares of Stock specified in your written notice, you may during the ninety (90) day period after the expiration of AQM's Warrantright of first refusal, for cash at a purchase price equal dispose of any shares of Stock specified in your initial written notice which were not purchased by AQM but only upon the terms and to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided transferee specified in this Section 3 by giving your initial written notice to AQM. After the Seller not later than the close of business on the date of expiration of such ninety (90) day period, no shares of Stock acquired upon exercise of an Option may thereafter be transferred or encumbered without again complying with the provisions set forth herein. Any attempted transfer not in compliance with the preceding provisions shall be null and void. The right and option (or if such date is not a business day, then on or before of first refusal set forth herein shall terminate upon the close consummation of business on the next succeeding business day), advising an initial public offering of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforStock. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee If any Shareholder other than Management Company (a “Selling Shareholder”) wishes or its successors or assigns (each, a "Seller") shall desire intends to sell Transfer all or part of its Shares to any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants")Person other than a Permitted Transferee, pursuant to a bona fide offer for the purchase thereof(“Offer”) by such Person (a “Proposed Transferee”), the Seller such Selling Shareholder shall give written notice of such intention (a “ROFR Notice”) to the other Shareholders (except Management Company) (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing “Other Shareholders”). The ROFR Notice shall include a copy of such bona fide offer (it being agreed that the Seller Offer, and shall cause any such offer to be reduced to writing) and specifying set forth the portion following information in respect of the Company Warrants which the Seller desires to sell Offer: (the "Seller's Warrant"), i) the name and address of the person or persons Proposed Transferee; (i) the number of Shares subject to whom the Seller desires to make Offer; (iii) the per Share purchase price offered by such sale Proposed Transferee for such Shares; (iv) the proposed date of closing of such purchase; and the dollar value (v) all other material terms and conditions of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3Offer. (b) The Offeree may exercise giving of a ROFR Notice to the Other Shareholders shall constitute a binding, irrevocable offer by the Selling Shareholder to sell all of the Shares that are the subject of the Offer to the Other Shareholders on the following terms: (i) each of the Other Shareholders shall have the right, but not the obligation, to purchase from the Selling Shareholder all or a portion of the Shares that are the subject of the Offer at the price and on the same terms and conditions set forth in the ROFR Notice. Such right and option provided in this Section 3 shall be exercisable by a Other Shareholder giving written notice to the Seller not later Selling Shareholder, with a copy to the Company (“Exercise Notice”), at any time prior to the 20th calendar day after such Other Shareholder’s receipt of a ROFR Notice that such Other Shareholder elects to acquire all or any portion of the Shares to be Transferred as described in the ROFR Notice. Each Other Shareholder that timely sends such an Exercise Notice shall be a “ROFR Shareholder.” Such Exercise Notice shall set forth the number of Shares such ROFR Shareholder desires to purchase, which may be more or less than, or equal to, such Shareholder’s ROFR Percentage of the Shares that are the subject of the Offer (but in no event in excess of the amount of Shares that are the subject of the Offer). Each ROFR Shareholder shall have the right to purchase up to its ROFR Percentage of the Shares that are the subject of the Offer. In the event that one or more ROFR Shareholders have specified that they wish to purchase more than their respective ROFR Percentage of the Shares that are the subject of the Offer, the ROFR Shareholders shall be entitled to purchase the Shares that are the subject of the Offer on the following basis: (A) if the aggregate amount of Shares requested to be purchased by all ROFR Shareholders pursuant to their respective Exercise Notices is equal to or less than the close amount of business the Shares that are the subject of the Offer, all such ROFR Shareholders shall purchase such Shares in the full amount set forth in their respective Exercise Notices; and (B) if the amount of Shares requested to be purchased by all ROFR Shareholders pursuant to their respective Exercise Notices is in excess of the amount of Shares that are the subject of the Offer, then (1) each ROFR Shareholder shall be entitled to purchase an amount of the Shares that are the subject of the Offer equal to the lesser of (x) such ROFR Shareholder’s ROFR Percentage of such Shares, and (y) the maximum amount of Shares specified in the Exercise Notice delivered by such ROFR Shareholder, and (2) the remaining available Shares (if any) shall be allocated pro rata by and among those ROFR Shareholders who have requested to purchase an amount of Shares in excess of their respective ROFR Percentage of the Shares that are the subject of the Offer, based on the date ratio of expiration the amount of Shares such ROFR Shareholder has requested in excess of its ROFR Percentage of the Shares that are the subject of the Offer, divided by the aggregate of all Shares in excess of the respective ROFR Percentages of the Shares that are the subject of the Offer that have been requested by all ROFR Shareholders. (ii) to the extent the operation of the provisions of this Section 7.4 do not result in the Other Shareholders electing to purchase all of the Shares that are the subject of any Offer and ROFR Notice, the Selling Shareholder shall promptly send a further notice to each ROFR Shareholder of such right and option (or if fact, identifying the amount of Shares that remain available; such date is not a business day, then on or before further notice shall constitute an offer from the close of business Selling Shareholder to sell such remaining Shares on the next succeeding business day)terms and conditions set forth in the ROFR Notice. Within 5 calendar days after delivery of such further notice, advising each ROFR Shareholder may deliver a supplemental notice to the Selling Shareholder notifying the Selling Shareholder of the election to exercise the same and the date (not later than 30 days from the date amount of such notice) upon which payment of remaining Shares that any such ROFR Shareholder elects to purchase. If such supplemental notices indicate that the ROFR Shareholders wish to purchase price for more than the Seller's Warrant remaining available Shares, such Shares shall be made. The Seller shall cause to be delivered to allocated pro rata among the Offeree noticeROFR Shareholders, as appropriate, based on the payment date specified respective amounts of Shares requested in all such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforsupplemental notices. (c) If all Except as set forth in Section 7.4(d), an Exercise Notice given pursuant to Section 7.4(b), when taken together with the Seller's Warrant is not purchased by ROFR Notice given, will constitute a binding legal agreement on the Offeree in accordance with terms and conditions set forth therein. (d) Notwithstanding the foregoing provisions of this SectionSection 7.4, if, after completion of the foregoing procedures under this Section 7.4, the Seller Other Shareholders fail to elect to purchase all of the Shares that are the subject of any ROFR Notice, then (i) unless the Selling Shareholder consents otherwise, the Other Shareholders shall not be required entitled to sell purchase any of the Seller's Warrant Shares pursuant to this Section 7.4 in connection with the Offeree applicable Offer, and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell Selling Shareholder may Transfer all (but not less than all) of the Seller's Warrant such Shares to the transferee named Proposed Transferee in accordance with the terms and conditions set forth in the Notice for a consideration Offer. If the dollar value of which Selling Shareholder’s Transfer to the Proposed Transferee is equal to or greater than not consummated in accordance with the dollar value terms of the consideration specified Offer within 90 calendar days after the date of the ROFR Notice, the Offer shall be deemed to lapse, and the Selling Shareholder may not Transfer any of the Shares described in the Notice, subject in each case to Offer without complying again with the restrictions contained in provisions of this Section 3 of this Agreement7. (de) WHL may designate The exercise or assign its rights non-exercise by any Shareholder of the right to purchase the Company Warrants participate in any one or more sales of Shares pursuant to this Section 3 7.4 shall not adversely affect the right of such Shareholder to any person or entity with participate in subsequent sales of Shares pursuant to this Section 7.4. (f) For purposes of clarity, the prior written consent of the Seller, such consent not be unreasonably withheld or delayedParties acknowledge and agree that Management Company shall have no rights under this Section 7.4.

Right of First Refusal. (a) Whenever and as often as Subject to the WAT Trustee restrictions on Transfers contained in Section 6.1 above, if GRELAN wishes to Transfer during the term of this Agreement any or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan Shares (or shares of Reorganization Relating to CenterMark PropertiesConversion Stock) then owned by GRELAN, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to GRELAN shall first give a bona fide offer for the purchase thereof, the Seller shall give written notice (the "Transfer Notice") to WHL BIONUMERIK specifying the number and type of shares GRELAN wishes to transfer (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's WarrantTransfer Shares"), the name price per share of the person or persons Transfer Share at which it wishes to whom transfer, the Seller desires to make such sale name and the dollar value address of the consideration which has been offered in connection therewith. Upon receipt of the Noticeproposed transferee, the Offeree initially shall have the first right and option containing an irrevocable offer (open to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable acceptance for a period of 30 60 days from after the date of receipt of such Transfer Notice is received) to sell the Notice Transfer Shares to BIONUMERIK at the price per share stated in such Transfer Notice, which price shall be equal to the price per share at which GRELAN proposes to transfer such shares (the "Expiration DateTransfer Price"). Failure of BIONUMERIK (or its designee(s)) shall have the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business dayall, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) , of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value Transfer Shares, by giving GRELAN notice of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights determination to purchase such shares within 60 days of BIONUMERIK's receipt of such Transfer Notice. The closing of the Company Warrants purchase by BIONUMERIK of the Transfer Shares and payment for such shares to GRELAN pursuant to this Section 3 6.2 shall take place at such location as GRELAN shall designate within 30 days after GRELAN's receipt of the determination to purchase such shares. Payment for such shares shall be made by check or by wire transfer against duly endorsed certificates representing the Transfer Shares to be purchased. The Transfer Shares shall be delivered free and clear of all encumbrances other than those imposed by this Agreement. If, at the end of the 60th day after the Transfer Notice is received, a notice of acceptance of the offer contained in such Transfer Notice has not been received by GRELAN, or if notice of acceptance covering less than all of the Transfer Shares has been received by GRELAN, then GRELAN shall have 90 days in which to transfer any or all of the Transfer Shares at a price not lower than the Transfer Price and on terms no more favorable to the transferee than those contained in the Transfer Notice, provided, however, that no Transfer may be made to any person or entity with third party unless and until such party delivers to BIONUMERIK a written agreement, in form and substance reasonably satisfactory to BIONUMERIK, to be bound by the prior written consent terms and provisions hereof. If at the end of such 90 day period, GRELAN has not completed the transfer of all of the SellerTransfer Shares, GRELAN shall no longer be permitted to Transfer such consent not be unreasonably withheld or delayedshares pursuant to this Section 6.2 without again complying with this Section in its entirety.

Right of First Refusal. (a) Whenever If any Stockholder receives from a Third Party dealing at arm's length a bona fide offer to purchase for cash, Cash Equivalents or Marketable Securities (an "Offer") any of the Oxy Shares owned or held by such Stockholder, and as often as such Stockholder intends to sell such Oxy Shares to such Third Party, such Stockholder (for purposes of this Section 3.04, the WAT Trustee or its successors or assigns (each, a "Prospective Seller") shall desire to sell all or any provide the Company written notice of such Offer (an "Offer Notice"). The Offer Notice shall identify the Warrants granted to Third Party making the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togetherOffer, the "Company Warrants"), pursuant number and class (or classes) of Oxy Shares with respect to a bona fide offer for which the purchase thereof, the Prospective Seller shall give notice has such an Offer (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's WarrantOffered Shares"), the name price per Offered Share at which a sale is proposed to be made, determined in accordance with Section 3.04(g) ("Offer Price"), the form of consideration in which the Offer Price is proposed to be paid, and all other material terms and conditions of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3Offer. (b) The Offeree may exercise receipt of an Offer Notice by the right and option provided in this Section 3 by giving written notice to the Company from a Prospective Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such noticereceipt being referred to herein as the "Offer Notice Date") upon which payment shall constitute an offer by such Prospective Seller to sell to the Company and any assignee or assignees of the purchase price for Company ("Permitted Assignees") the Offered Shares at the Offer Price in cash. Such offer shall be irrevocable during the Offer Period (as hereinafter defined). The Company and any Permitted Assignees shall have the right to accept such offer as to any or all of the Offered Shares by giving a written notice of acceptance (the "Notice of Acceptance") to the Prospective Seller prior to the expiration of the Offer Period (the Company or any Permitted Assignee so accepting such offer, an "Accepting Party"); provided, however, that the Company and any Permitted Assignees shall provide a single Notice of Acceptance to the Prospective Seller and such Notice of Acceptance must accept the offer as to all of the Offered Shares on the same terms and conditions as the Offer (other than as expressly set forth herein). If the Company or any Permitted Assignee so accepts the Prospective Seller's Warrant offer, such Person will purchase for cash from the Prospective Seller, and the Prospective Seller will sell to such Accepting Party, such number of Offered Shares as to which such Accepting Party shall have accepted the Prospective Seller's offer (which must total, as to all Accepting Parties, all of the Offered Shares). The price per Offered Share to be paid by such Accepting Party shall be madethe Offer Price. The Seller Notice of Acceptance shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller specify (i) shall not be required to sell any each Accepting Party's acceptance of the Prospective Seller's Warrant to the Offeree offer and (ii) maythe number of Offered Shares to be purchased by each Accepting Party. "Offer Period" means (i) in the event the Third Party making the Offer is engaged in the refining business, during the 90-day twenty Business Day period commencing on the expiration of date the rights and options provided for Offer Notice is received by the Company, or (ii) in this Sectionall other cases, sell all (but not less than all) of the Seller's Warrant to ten Business Day period commencing on the transferee named in date the Offer Notice for a consideration is received by the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this AgreementCompany. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and Effective as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted Effective Date and until this Agreement is terminated in accordance with Section 4.1, if the Company intends to the WAT Trustee pursuant to the Subscription Agreement and Plan effect a Company Change of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togetherControl Transaction, the "Company Warrants"), pursuant shall provide the Meituan Shareholders with a written notice of the proposal and a summary of the material terms and conditions of the proposal (which shall include the proposed number and type of Shares or assets of the Company to a bona fide offer for be transferred and the proposed purchase thereof, the Seller shall give notice price) (the "“CoC Notice") to WHL (the "Offeree") in writing to such effect, enclosing ”). The CoC Notice shall also include a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion written proposal, term sheet, letter of the Company Warrants which the Seller desires to sell (the "Seller's Warrant")intent, the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal other agreement relating to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3proposal. (b) The Offeree may exercise the right and option provided in this Section 3 Meituan Shareholders shall jointly have a right, exercisable by giving written notice to the Seller not Company (the “Exercise Notice”) within thirty (30) days following delivery of the CoC Notice (the “Exercise Period”), to offer to consummate the Company Change of Control Transaction at a purchase price no less than that stated in the CoC Notice and on substantially the same material terms and conditions set forth in the CoC Notice. If any Meituan Shareholder delivers the Exercise Notice within the Exercise Period, such Exercise Notice shall be irrevocable and binding, and the Meituan Shareholders and the Company shall use their respective reasonable best efforts to agree in good faith and enter into definitive documentation reflecting the terms above providing for such Company Change of Control Transaction and, subject to the terms of such definitive documentation, shall consummate such Company Change of Control Transaction as soon as reasonably practicable following delivery of such Exercise Notice, but in no event later than the close of business on the date of expiration two (2) months after delivery of such right and option (or if such date is not a business dayExercise Notice, then on or before the close of business on the next succeeding business day), advising of the election subject to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered extension solely to the Offeree notice, on the payment date specified in extent necessary to obtain any required regulatory approvals or Shareholder approval required to consummate such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefortransaction. (c) If all (a) no Meituan Shareholder delivers the Seller's Warrant Exercise Notice on or prior to the last day of the Exercise Period, (b) the Exercise Notice states a price that is not purchased less than that stated in the Proposal Notice or (c) the Meituan Shareholders fail to consummate the Company Change of Control Transaction within two (2) months after delivery of the Exercise Notice (subject to extension solely to the extent necessary to obtain any required regulatory approvals or Shareholder approval required to consummate such transaction) (other than as a result of the failure by the Offeree Company to agree in accordance with this Sectiongood faith and enter into definitive documentation, the Seller (i) shall not be required to sell any breach or fault of the Seller's Warrant to Company or termination of definitive documentation with the Offeree and Meituan Shareholders), the Company shall have a period of two (ii2) may, during the 90-day period commencing on months from the expiration of the rights and options provided for in this Section, sell all Exercise Period (but not subject to extension solely to the extent necessary to obtain any required regulatory approvals or Shareholder approval required to consummate such transaction) to consummate the Company Change of Control Transaction with a third party at a price that is no less than all) of the Seller's Warrant to the transferee named price stated in the CoC Notice for a consideration the dollar value of which is equal and upon terms and conditions no more favorable to or greater such third party than the dollar value of the consideration those specified in the CoC Notice, . In the event that the Company has not consummated such Company Change of Control Transaction within two (2) months from the expiration of the Exercise Period (subject in each case to extension solely to the restrictions contained in extent necessary to obtain any required regulatory approvals or Shareholder approval required to consummate such transaction), the rights of the Meituan Shareholders under this Section 3 3.2 shall be re-invoked and shall be applicable to each subsequent Company Change of this Agreement. (d) WHL may designate Control. The Founder Parties shall make reasonable best efforts to take all actions, or assign its rights refrain from taking any action, as necessary or appropriate to purchase cause the Company Warrants pursuant to perform and comply with its obligations under this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed3.2.

Right of First Refusal. From the date hereof until the one hundred eightieth (180th) day following the date that all the outstanding principal amount of this Note is repaid by the Company, upon any financing (a “Subsequent Financing”) by the Company of its common stock or securities convertible or exercisable into shares of common stock, the Holder shall have the right to participate in up to 100% of such Subsequent Financing. At least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Holder a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Holder if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Holder, and only upon a request by the Holder, for a Subsequent Financing Notice, the Company shall promptly, but no later than one Business Day after such request, deliver a Subsequent Financing Notice to the Holder. Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, and attached to which shall be a term sheet or similar document relating thereto. The Holder shall notify the Company by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after receipt of the Subsequent Financing Notice of its willingness to provide the Subsequent Financing on the terms described in the Subsequent Financing Notice, subject to completion of mutually acceptable documentation. If the Holder fails to notify the Company of its willingness to provide all of the Subsequent Financing, the Company may effect the Subsequent Financing. Notwithstanding the foregoing, this Section 5 shall not apply in respect of the issuance of (a) Whenever and as often as the WAT Trustee shares of common stock or its successors options to employees, consultants, officers or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion directors of the Company Warrants which the Seller desires pursuant to sell (the "Seller's Warrant"), the name any stock or option plan duly adopted by a majority of the person or persons to whom the Seller desires to make such sale and the dollar value Board of Directors of the consideration which has been offered in connection therewith. Upon receipt of the NoticeCompany, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may securities upon the exercise the right of or conversion of any convertible securities, options or warrants issued and option provided in this Section 3 by giving written notice to the Seller not later than the close of business outstanding on the date of expiration of such right and option (or if such date is not a business daythis Note, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased securities issued pursuant to a merger, acquisition or strategic transaction approved by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any a majority of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration Board of Directors of the rights and options provided for in this SectionCompany (collectively, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement“Excluded Issuances”). (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (ai) Whenever In the event of a proposed Transfer by the Purchaser of Restricted Securities wherein a single buyer in such transaction would, together with its Affiliates (a “Private Buyer”), upon consummation beneficially own 1,000,000 or more shares of Common Stock (including both outstanding shares of Common Stock and as often as any rights to purchase shares of Common Stock, whether through the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any exercise of the Purchase Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"or otherwise), the Purchaser must first give notice to the Company (the “Transfer Notice”) which shall include (i) the name and address of the person or persons proposed Private Buyer, (ii) the number of Restricted Securities proposed to whom be Transferred (the Seller desires to make “Offered Securities”), (iii) the proposed purchase price thereof (the “Purchase Price”), including the type of consideration, and (iv) all other material terms and conditions of such sale offer, including the date upon which the Purchaser and the dollar value proposed Private Buyer reasonably expect to complete the Transfer (the “Proposed Sale Date”). (ii) Upon written notice (a “Company Notice”) to the Purchaser within fifteen (15) Business Days (as defined below) of the consideration which has been offered in connection therewith. Upon Company’s receipt of the a Transfer Notice, the Offeree initially Company or its designee shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to Offered Securities on the transferee named same terms and conditions set forth in the Transfer Notice and at the price set forth in the Transfer Notice. The Company Notice shall constitute an irrevocable commitment to purchase from the Purchaser the Offered Securities on such terms and conditions. The purchase of the Offered Securities described in this Section 2.2(a) must be consummated by the Company or its designee before the later of (1) fifteen (15) Business Days following receipt of the Transfer Notice by the Company and (2) the Proposed Sale Date; provided that in the event (and only in the event) that a non-cash payment is being made for a consideration the dollar value of which is equal to or greater than Offered Securities, and the dollar value of the consideration specified in purchase price has not yet been established, the Notice, subject in each case to closing of the restrictions contained in purchase of the Offered Securities under this Section 3 2.2(a) shall occur immediately following determination of this Agreement. such purchase price, which determination shall be made as set forth in Section 2.2(b). If the Company (dor its designee) WHL may designate or assign exercises its rights to purchase the Company Warrants pursuant to this Section 3 to 2.2(a), then any person cash payment for the Offered Securities shall be effected by check or entity with the prior written consent wire transfer against delivery of the SellerOffered Securities to be purchased at the time of the closing of the purchase. (iii) For purposes of this Agreement, such consent not “Business Day” means any day except Saturday, Sunday and any day which shall be unreasonably withheld a legal holiday or delayeda day on which banking institutions in the State of Texas generally are authorized or required by law or other government actions to close.

Right of First Refusal. (a) Whenever In the event that, after receiving the consent of the Company and the Required Holders as often as required by Section 4.2 hereof, on or prior to the WAT Trustee or its successors or assigns (eachCompany’s initial Public Offering, a "Seller") shall desire any Management Investor proposes to sell any or all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Propertiessuch Management Investor’s Management Securities, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), such Management Investor shall do so only pursuant to a bona fide written offer for the purchase thereoffrom an unaffiliated third party. Prior to accepting such offer, the Seller Management Investor will first offer to sell such Management Securities to the Company pursuant to this Section 4.3(b). Such Management Investor shall give deliver a written notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of any such bona fide offer (it being agreed that a “Sale Notice”) to the Seller shall cause any such offer Company describing in reasonable detail the Management Securities proposed to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant")sold, the name of the person or persons to whom transferee, the Seller desires to make such sale purchase price and the dollar value all other material terms of the consideration which has been offered in connection therewithproposed Transfer. Upon receipt of the Sale Notice, the Offeree initially Company, or one or more designee(s) selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the first right and option to purchase up all, but not less than all, of the Management Securities proposed to be sold by the Management Investor at the price and on the terms of the proposed Transfer set forth in the Sale Notice. Within 30 days after receipt of the Sale Notice, the Company shall notify such Management Investor whether or not it or its designee wishes to purchase all of the Seller's Warrant, for cash at a offered Management Securities. In any case where non-fungible property such as real estate constitutes part of the purchase price equal to included in the dollar value bona fide offer or where any aspect of the terms of such consideration, exercisable for a period of 30 days from offer depend on the date of receipt unique attributes of the Notice (proposed transferee or otherwise cannot be precisely and reasonably duplicated by someone other than such transferee, purchases by the "Expiration Date"). Failure Company or its designee(s) shall be made on terms that constitute the reasonable economic equivalent of the Offeree to respond to price and terms of such bona fide offer. If the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option Company or its designee(s) elects to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise offered Management Securities, the right closing of the purchase and option provided in this Section 3 by giving written notice to sale of such Management Securities shall be held at the Seller not later than the close of business place and on the date of expiration of established by the buyer in its notice to such right and option (Management Investor in response to the Sale Notice, which in no event shall be less than 10 or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later more than 30 60 days from the date of such notice) upon which payment of . In the event that the Company or its designee does not elect to purchase price for all the Seller's Warrant shall be made. The Seller shall cause to be delivered offered Management Securities, such Management Investor may, subject to the Offeree noticeother provisions of this Agreement, on sell the payment date offered Management Securities to the transferee specified in such notice, the certificate or certificates representing Sale Notice at a price no less than the Seller's Warrant being purchased by price specified in the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant Sale Notice and on other terms no more favorable to the Offeree and (iitransferee(s) may, thereof than specified in the Sale Notice during the 90180-day period commencing immediately following the last date on which the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to Company or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights designee could have elected to purchase the Company Warrants pursuant offered Management Securities; provided, however, that no such sale shall be made unless the transferee executes and delivers a joinder to this Agreement satisfactory in form and substance to the Company which joinder states that such transferee agrees to be fully bound by this Agreement as if it were a party hereto. Any such Management Securities not transferred within such 180-day period will be subject to the provisions of this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed4.3(b) upon subsequent Transfer.

Right of First Refusal. Other than a Permitted Transfer, a Shareholder may not sell, assign or Transfer in any way any Common Stock or interest therein without complying with the terms hereof, and any such purported Transfer is null and void. (a) Whenever and as often as Without limiting in any way the WAT Trustee or its successors or assigns (eachother restrictions on Transfer set forth herein, a "Seller") shall desire to sell all or before effecting any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark PropertiesTransfer, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of first the Company Warrants which then the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially other non-Transferring Insider Shareholders shall have the first right and option to purchase up to all of but not the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option obligation to purchase the Seller's Warrant under this Common Stock that is the subject of the proposed Transfer (the “Offered Common Stock”). Subject to Section 32.4, the price to be paid by the Company or the non-Transferring Insider Shareholders, as the case may be, shall be the same terms as such proposed Transfer of Offered Common Stock (with the cash equivalent for proposed Transfer for non-cash consideration). The Transferring Shareholder shall give the Company and non-Transferring Insider Shareholders notice of such proposed Transfer and the material terms thereof. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on Company shall have (30) days after the date such notice is received by the Company (the “Company Option Period”) to purchase all or a portion of expiration the Offered Common Stock upon approval of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforBoard in compliance with applicable law. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this SectionThe Company shall, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the immediately upon expiration of the rights Company Option Period, give notice to the non-Transferring Insider Shareholders if the Company has not purchased all the Offered Common Stock, and options provided the non-Transferring Insider Shareholders shall have the right to purchase the remaining Offered Common Stock on the same terms as such proposed Transfer of Offered Common Stock (with the cash equivalent for proposed Transfer for non-cash consideration). If a non-Transferring Insider Shareholder elects to purchase any Offered Common Stock (a “Participating Shareholder”), such Participating Shareholder shall have the right to purchase such Offered Common Stock on a pro rata basis based on such Participating Shareholder’s then-current ownership percentage in the Company (disregarding for this Sectionpurpose all Common Stock held by the Transferring Shareholder or any non-Insider Shareholder) by delivery of notice of such election to the Company. If any non-Transferring Insider Shareholder rejects the offer to purchase Offered Common Stock, sell such non-Transferring Insider Shareholder’s pro rata share shall be offered to the Participating Shareholders on a pro rata basis based on the Common Stock owned by such Participating Shareholders, which process shall be repeated until the Participating Shareholders have accepted the offer to purchase all (but not less than all) of the Seller's Warrant Offered Common Stock or all Participating Shareholders have declined the offer to purchase additional Offered Common Stock. The Participating Shareholders shall purchase their portion of the Offered Common Stock no later than sixty (60) days following the final allocation of the Offered Common Stock to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this AgreementParticipating Shareholders. (d) WHL may designate or assign its rights to purchase Any Offered Common Stock not purchased by the Company Warrants pursuant or Participating Shareholders may be sold by the Transferring Shareholder on the terms of such proposed Transfer within sixty (60) days following the final allocation of the Offered Common Stock to the Company and, if applicable, the Participating Shareholders. If such Transfer does not occur within such sixty (60) day period, or the terms of the proposed Transfer are different than those presented to the Company and, if applicable, Participating Shareholders, the Shareholder proposing to Transfer Common Stock must comply with the provisions of this Section 3 2.3 anew with respect to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayedproposed Transfer.

Right of First Refusal. In addition to the purchase option granted by Grantor to Grantee in Section 1, Grantee also grants to Grantee a right of first refusal to purchase the Property during the Term as follows; provided however, that the rights in this Section 2 shall only apply against a Subsequent Owner if the Property was conveyed to that Subsequent Owner in breach of this Agreement: a. For purposes of this section, the term “Third Party” means any person other than Grantor or the Subsequent Owner and any of their respective Affiliates (aas defined below). Contemporaneously with Grantor or the Subsequent Owner (called in this Section 2 the “Seller”) Whenever and as often as the WAT Trustee or its successors or assigns (each, entering into a "Seller") shall desire written agreement to sell or convey all or any portion of the Warrants granted Property to a Third Party (either of which is a “Sale Agreement”), whether on its own or as part of a sale of other real and/or personal property (a “Package Sale”), then Seller shall written notice to Grantee (the WAT Trustee pursuant “Offer Notice”), which shall include a complete copy of the executed Sale Agreement, including all schedules, exhibits and attachments thereto and another documentation referenced therein or otherwise necessary in order to evaluate the Subscription Agreement and Plan terms of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996the Sale Agreement, and in connection with if the Public Offering (togetherSale Agreement is for a Package Sale, the "Company Warrants"), pursuant to Offer Notice shall also include a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy statement of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which consideration allocated to the Property (and if there is not one, then the terms of Section 1(d) of this Agreement will be applied to determine the consideration to be allocated to the Property). The date that the Seller desires delivers both the Offer Notice and all required documentation to sell Grantee shall be referred to as the “Notification Date”. Grantee shall have a right of first refusal (“ROFR”) with respect to the "Seller's Warrant"purchase of the Property only (if a Package Sale), on the name terms and conditions set forth within the Sale Agreement, as they apply to the Property only (if a Package Sale), which it must exercise by delivering written notice thereof within 60 days after the Notification Date. Upon Grantee’s timely exercise of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the NoticeROFR, the Offeree initially shall have the first right Grantee and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period Seller shall be deemed to constitute have entered into the Sale Agreement as though Grantee were the Third Party; provided however, that if the Sale Agreement was for a notification Package Sale, it shall be automatically amended to exclude all other property from therefrom, with the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase sale price for the Seller's Warrant shall be made. The Seller shall cause Property to be delivered determined as either set forth in the Offer Notice or determined by Section 1(d), as further provided above. If Grantee fails to timely exercise the ROFR, then Seller may offer to Transfer the Property to the Offeree noticeThird Party under the Sale Agreement; provided however, on that if the payment date specified Sale Agreement is amended in such noticeany way after it is sent to Grantee with the Offer Notice, or the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment sale of the purchase price therefor. (c) If all the Seller's Warrant Property is not purchased by the Offeree consummated strictly in accordance with this Sectionthe terms thereof, then the Seller (i) ROFR shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementagain apply. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. If, at any time prior to the consummation of an IPO, a Common Member (a) Whenever and as often as the WAT Trustee other than any Rollover Member or its successors or assigns Transferee) (each, a "“ROFR Seller"”) receives an offer from any Person (a “ROFR Purchaser”) to purchase any of its Membership Interests and such ROFR Seller desires to Transfer Membership Interests pursuant to Section 10.02(b)(iii) or pursuant to Section 10.01(a) with unanimous Board approval, such ROFR Seller shall desire grant first to sell the Company and then (but, for purposes of this Section 10.07, only if such ROFR Seller is a Common Member) to the other Common Members and the Specified Profits Members (each such rightholder, a “ROFR Rightholder”), a right, but not an obligation, to purchase all or any portion, of such Membership Interests, but subject to the following provisions: (a) The ROFR Seller shall deliver an irrevocable written notice (the “ROFR Notice”) to the Company and the Common Members and the Specified Profits Members offering such Membership Interests to the applicable ROFR Rightholders, and specifying in reasonable detail the number of Membership Interests proposed to be Transferred (the “ROFR Interests”), the identity of the ROFR Purchaser, the proposed purchase price therefor, the cash value of any non-cash consideration, the proposed effective date and the proposed closing date, and, if a Blocker Member is the ROFR Seller, whether or not such sale will include a sale of Equity Securities in such Blocker Member (the “ROFR Purchase Price” and such terms collectively, the “ROFR Purchase Terms”). (b) For a period of fifteen (15) days after the ROFR Notice has been delivered to the Company (the “ROFR Option Period”), the Company shall have the right to elect to purchase all or any portion of the ROFO Interests for cash by delivering a written notice (a “ROFR Exercise Notice”) to the ROFR Seller prior to the expiration of the ROFR Option Period, specifying the Company’s acceptance of the ROFR Purchase Terms (including, for the avoidance of doubt, the ROFR Purchase Price). (c) If, during the ROFR Option Period, the Company elects to purchase less than all of the ROFR Interests included by the ROFR Seller in such ROFR Notice (or if the Company shall have delivered written confirmation to the ROFR Seller that it has irrevocably waived its rights under this Section 10.07 with respect to such transaction), then, for a period of fifteen (15) days after the termination of the ROFR Option Period or the delivery of such written confirmation (the “ROFR Member Option Period”), each of the ROFR Rightholders shall have the right to elect to purchase up to that number of ROFR Interests equal to the product of (i) the Percentage Interest of such ROFR Rightholder, and (ii) the number of ROFR Interests to be Transferred by such ROFR Seller (the “ROFR Pro Rata Portion”) (or such greater portion, as described in the last sentence of this clause (c)) for cash by delivering a written notice (a “ROFR Member Exercise Notice”) to the ROFR Seller prior to the expiration of the ROFR Member Option Period, specifying the ROFR Rightholder’s acceptance of the ROFR Purchase Terms (including, for the avoidance of doubt, the ROFR Purchase Price). If the applicable ROFR Rightholders do not, in the aggregate, elect to purchase all of the remaining ROFR Interests based on their respective ROFR Pro Rata Portion, each applicable ROFR Rightholder electing pursuant to purchase its entire ROFR Pro Rata Portion of remaining ROFR Interests shall have the right to purchase all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer remaining ROFR Interests not elected to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementother applicable ROFR Rightholders. (d) WHL If, during the ROFR Member Option Period, ROFR Member Exercise Notices are delivered with respect to less than all of the ROFR Interests, the ROFR Seller may designate Transfer the remaining ROFR Interests within one hundred twenty (120) days, or assign its rights (as long as a definitive purchase agreement providing for such sale is entered into within such 120 days) such longer period as may be necessary to purchase obtain approval for such transfer under applicable antitrust law (the “Post-ROFR Period”) of the expiration of the ROFR Member Option Period (or such earlier date that the Company Warrants pursuant shall have delivered such aforementioned written confirmation); provided that neither (x) the purchase price agreed nor (y) the terms and conditions, taken as a whole, of such sale as agreed to with the Transferee is no more favorable to such Transferee than the ROFR Purchase Terms; provided, further, that any such sale shall again be subject to this Section 3 10.07 if not consummated prior to the end of such Post-ROFR Period. (e) The closing of the sale by the ROFR Seller of any ROFR Interests to the Company and/or any ROFR Rightholder, as applicable, if any such parties duly exercise such rights under this Section 7.07 (a “ROFR Sale”), shall be held within thirty (30) days (or such later date as may be necessary to satisfy any applicable law) after the expiration of the later of the ROFR Option Period or the ROFR Member Option Period, as the case may be, or such other time as the Company or the ROFR Rightholders and the ROFR Seller, as applicable, shall mutually agree. At such closing, the ROFR Seller shall deliver its ROFR Interests being purchased under this Section 10.07, duly endorsed, or accompanied by written instruments of transfer in form reasonably satisfactory to the proposed purchaser and duly executed by the ROFR Seller and such ROFR Interests shall be free and clear of any liens (other than limitations on transfers pursuant to applicable securities laws) and the ROFR Seller shall so represent and warrant, and further represent and warrant that it is the sole record owner of such ROFR Interests. (f) Notwithstanding anything to the contrary herein, (i) any Transfer by the ROFR Seller as to which the right of first refusal would apply under this Section 10.07 shall be subject to Section 10.01(b) and (c), (ii) the Company and the Members shall be deemed to have waived their rights of first refusal hereunder if they fail to give notice within the time period prescribed in Section 10.07(c) and Section 10.07(d), respectively, and (iii) the rights of first refusal set forth herein shall not apply to any person Transfer pursuant to Section 10.02(a), Section 10.02(b)(ii), Section 10.02(d), Section 10.02(e), Section 10.05, Section 10.06, Section 10.08, Section 10.09 or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayedSection 10.11.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice 5.1 If Tapir (the "NoticeOfferor") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name or otherwise transfer more than 20% of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 Shares held by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 Tapir to any person or entity with other than the Company (a "Proposed Transferee"), Tapir shall first give to the Company written notice (the "Notice of Proposed Transfer") fifteen (15) days prior written consent to the proposed transfer specifying the name and address of the SellerProposed Transferee, such consent the identity and total number of shares which Tapir desires to sell or transfer to the Proposed Transferee (the "Offered Shares"), all of the terms, including the price, upon which Tapir proposes to sell or transfer the Offered Shares to the Proposed Transferee (or, if the transfer does not involve a sale, the nature of the proposed transfer), and stating that the Company has the rights of refusal set forth in this Agreement. 5.2 For a period of fifteen (15) days (the "Refusal Period") after receipt of the Notice of Proposed Transfer, the Company (which for purposes of this Article VIII shall include any designee of the Company) shall have the right, exercisable by written notice to Tapir, to agree to purchase all or any portion of the Offered Shares at a price per share equal to the purchase price set forth in the Notice of Proposed Transfer. 5.3 If the Company elects to purchase less than all of the Offered Shares, after the Refusal Period, Tapir shall have the right to sell or otherwise transfer the portion of the Offered Shares that the Company has not agreed to purchase pursuant to Section 5.2 to the Proposed Transferee on the same terms specified in the Notice of Proposed Transfer. If for any reason the Offered Shares are not so sold to the Proposed Transferee within thirty (30) days after the end of the Refusal Period, the provisions of this Section 5 shall continue to be unreasonably withheld applicable to the Offered Shares. 5.4 Upon the election by the Company to purchase all or delayedany portion of the Offered Shares, within thirty (30) days after the end of the Refusal Period, the Company shall be obligated to tender payment for the Offered Shares at the offices of the Company, and Tapir shall be obligated to tender delivery of the Offered Shares with proper endorsements for transfer or accompanied by properly executed stock powers. The purchase price for the Offered Shares shall be paid on the terms provided in the Notice of Proposed Transfer.

Right of First Refusal. Lessor hereby grants to Lessee a right of first refusal to purchase or lease the Leased Premises, (a) Whenever and as often as herein called "the WAT Trustee or its successors or assigns (each, a "Sellerproperty") to be exercised in the following manner. If the Lessor shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to receive a bona fide offer for from another person or entity to purchase or lease the purchase property, or any portion thereof, the Seller Lessor shall give notice (send to the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing Lessee a copy of such bona fide offer (it being agreed that the Seller proposed contract, and shall cause any such offer to be reduced to writing) and specifying further notify the portion Lessee of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. intention of the person or persons Lessor to whom accept the Seller desires same. The Lessee shall then have the right within thirty (30) days to make such sale and accept the dollar value terms of the consideration which has been offered said contract in connection therewith. Upon receipt of its own name for the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a gross purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right or rental and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration terms specified in the Noticesame contract, subject in each case and shall enter into a contract with Lessor setting forth those same terms and conditions. If the Lessee shall not so elect within the same period, the Lessor may then sell or lease the property to the restrictions contained said buyer or lessee, provided that such sale or lease is on the same terms and conditions and for the price set forth in this Section 3 the same contract submitted to the Lessee. This right of first refusal shall continue during the term of this Agreement. lease agreement and for ten (d10) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to years thereafter. This right of first refusal shall not prohibit any person or entity with the prior written consent transfer of the Sellerproperty between the current owners, such consent not nor shall it prohibit the gift or devise of the property by a current owner to spouse or issue, provided that the terms of this right of first refusal shall be unreasonably withheld binding upon said spouse or delayedissue.

Right of First Refusal. (ai) Whenever and as often as In the WAT Trustee event Purchaser or its successors his transferee desires (or assigns (each, a "Seller"is required) shall desire to sell all or transfer in any manner any of the Warrants granted Shares, Purchaser shall first offer such Shares for sale to the WAT Trustee pursuant to Company upon the Subscription Agreement terms and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering conditions specified herein (together, the "Company WarrantsRight of First Refusal"), pursuant to ) by delivering a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL the Company stating (A) his bona fide intention to sell or otherwise transfer such Shares, (B) the "Offeree") in writing to such effect, enclosing a copy number of such bona fide offer (it being agreed that the Seller shall cause any such offer Shares to be reduced to writingsold or otherwise transferred, (C) and specifying the portion of the Company Warrants price for which the Seller desires Purchaser proposes to sell such Shares, (the "Seller's Warrant"), D) the name of the person proposed buyer or persons to whom the Seller desires to make such sale transferee and the dollar value (E) all additional terms and conditions, if any, of the consideration which has been offered in connection therewithproposed sale or transfer. Upon receipt Purchaser shall attach to the Notice a copy of the Noticewritten offer, if any, reflecting the terms and conditions of the proposed sale or transfer of the Shares to the third party. In the event of a transfer not involving a sale of the Shares for a specific sum of money, or if, in the sole judgment of the Company's Board of Directors, the Offeree initially shall have proposed transfer does not involve a price for the first right Shares negotiated by Purchaser and option to purchase up to all its proposed buyer or transferee in a bona fide "arms' length transaction," the price of the SellerShares shall be determined by the Company's Warrant, for cash at a purchase price equal to Board of Directors in the dollar value of such consideration, exercisable for a period of 30 manner specified in Section 2(c) below. (ii) Within thirty (30) days from following receipt by the date of receipt Company of the Notice (the "Expiration DateAcceptance Period"). Failure , the Company (or its assignee) may elect to purchase all or a portion of the Offeree Shares to respond to which the Notice within refers, at the 30-day period shall be deemed price per Share and on the same terms and conditions (or terms and conditions as reasonably similar as possible) as set forth in the Notice or, if required by this Agreement, at the price per Share determined pursuant to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 32(c). (biii) The Offeree may exercise If the right Company (or its assignee) elects to purchase such Shares hereunder, it shall notify Purchaser in writing of its intention to purchase such Shares hereunder and option provided in this Section 3 either (A) set a date for the closing of the transaction at a place specified by giving written notice to the Seller Company not later than the close of business on the date of expiration of such right and option ten (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 10) days from the date of such noticenotice at which time the Company (or its assignee) upon which shall tender payment of the purchase price for the SellerShares so purchased or cancellation of Purchaser's Warrant indebtedness to the Company or a combination thereof, or (B) include payment for the Shares with the Company's notice to Purchaser. At such closing, the certificate(s) representing the Shares so purchased shall be made. The Seller shall cause to be delivered to the Offeree noticeCompany and canceled (and the Shares transferred to the Company's assignee, on if applicable) or, in the case of payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the OffereeCompany (or its assignee) by mail, properly endorsed for transfersuch certificate(s) shall be deemed canceled (and the Shares transferred to the Company's assignee, against payment if applicable) as of the purchase price therefordate of the mailing of the Company's notice and, thereafter, shall be promptly returned by Purchaser to the Company by certified or registered mail. (civ) If all the Seller's Warrant is Company (or its assignee) does not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required elect to sell purchase any of the Seller's Warrant Shares to which the Notice refers, Purchaser may sell or otherwise transfer the Shares not purchased to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee third party named in the Notice for a consideration at the dollar value of which is equal to or greater than price and on the dollar value of the consideration terms and conditions specified in the NoticeNotice or at a higher price; provided, subject in each case to however, that such sale or transfer must be consummated within thirty (30) days from the restrictions contained in this Section 3 earlier of this Agreement. (dA) WHL may designate the lapse of the Acceptance Period or assign its rights (B) the date of the Company's notice, whether written or oral, advising Purchaser that the Company does not intend to purchase the Company Warrants pursuant to Shares hereunder; and provided, further, that any such sale or transfer must be made in accordance with applicable securities laws and the terms and conditions set forth in this Section 3 to any person or entity with Agreement. In the prior written consent event the Shares are not disposed of the Sellerby Purchaser within such thirty (30) day period, such consent not Shares shall once again be unreasonably withheld or delayedsubject to the Right of First Refusal herein provided.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee If you propose to sell, pledge or its successors or assigns (eachotherwise transfer to a third party any Common Stock acquired under this Stock Purchase Agreement, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and interest in connection with the Public Offering (togethersuch Common Stock, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up "Right of First Refusal" with respect to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant such Common Stock. If you desire to transfer Common Stock acquired under this Stock Purchase Agreement, you must give a written notice ("Transfer Notice") to the Company describing fully the proposed transfer, including the number of shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed new transferee named and must constitute a binding commitment of both parties to the transfer of the Common Stock. The Company shall have the right to purchase all, and not less than all, of the Common Stock on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a notice of exercise of the Right of First Refusal within thirty (30) days after the date when the Transfer Notice was received by the Company. If the Company fails to exercise its Right of First Refusal before or within thirty (30) days after the date when it received the Transfer Notice, you may, not later than ninety (90) days following receipt of the Transfer Notice by the Company, conclude a transfer of the Common Stock subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Common Stock on the terms set forth in the Transfer Notice within sixty (60) days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that if the Transfer Notice provided that payment for the Common Stock was to be made in a consideration form other than lawful money paid at the dollar value time of which is transfer, the Company shall have the option of paying for the Common Stock with lawful money equal to or greater than the dollar present value of the consideration specified described in the Transfer Notice, subject in each case . The Company's Right of First Refusal shall inure to the restrictions contained benefit of its successors and assigns, shall be freely assignable in this Section 3 of this Agreement. (d) WHL may designate whole or assign its rights to purchase the Company Warrants pursuant to this Section 3 to in part and shall be binding upon any person or entity with the prior written consent transferee of the Seller, such consent not be unreasonably withheld Common Stock. The Company's right of First Refusal shall terminate if the Company's Common Stock is listed on an established stock exchange or delayedis quoted regularly on the Nasdaq Stock Market.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee The Shares acquired pursuant to the Subscription Agreement and Plan exercise of Reorganization Relating to CenterMark Properties, Inc., dated as this Option may be sold by the Optionee only in compliance with the provisions of May 13, 1996this Section 7, and subject in connection all cases to compliance with the Public Offering (togetherprovisions of Section 6(b) hereof. Prior to any intended sale, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Optionee shall first give written notice (the "Offer Notice") to WHL the Company specifying (the "Offeree"i) in writing to such effect, enclosing a copy of such his or her bona fide offer intention to sell or otherwise transfer such Shares, (it being agreed that ii) the Seller shall cause any such offer to be reduced to writing) name and specifying the portion address of the Company Warrants which proposed purchaser(s), (iii) the Seller desires number of Shares the Optionee proposes to sell (the "Seller's WarrantOffered Shares"), (iv) the name price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon proposed sale. (b) Within 30 days after receipt of the Offer Notice, the Offeree initially shall have the first right and option Company or its nominee(s) may elect to purchase up all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the "Acceptance Notice") to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within 15 days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. if the Company and/or its nominee(s) do not elect to purchase all of the Seller's WarrantOffered Shares, for cash the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a purchase higher price equal to and on the dollar value of terms and conditions set forth in the Offer Notice; provided, however, that such consideration, exercisable for a period of 30 sale or other transfer must be consummated within 60 days from the date of receipt of the Offer Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30and any proposed sale after such 60-day period shall may be deemed to constitute a notification to made only by again complying with the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided procedures set forth in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor7. (c) If The Optionee may transfer all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell or any portion of the Seller's Warrant Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the Offeree and (ii) may, during the 90-day period commencing on the expiration right of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained first refusal set forth in this Section 3 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this AgreementAgreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) WHL may designate or assign its rights Any Successor of Optionee pursuant to purchase Section 5 hereof, and any transferee of the Company Warrants Shares pursuant to this Section 3 7, shall hold the Shares subject to any person or entity the terms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the prior written consent provisions of this Section 7. (e) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the Seller, such consent not be unreasonably withheld or delayedinitial public offering of shares of the Company's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. The Employee agrees that the Employee’s right to make a Disposition of his Option Shares (as such terms are defined below) in the Company shall be subject to the Company’s right of first refusal as set forth below. (a) Whenever The Employee shall give to the Company written notice of any proposed Disposition of his Option Shares, which notice shall set forth the number of Option Shares to be transferred and as often as all other pertinent facts, including the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any identity of the Warrants granted proposed transferee, the price per share, the terms of payment, and any conditions to the WAT Trustee pursuant proposed transferee’s obligation to acquire the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3Option Shares. (b) The Offeree may exercise Following the right and option provided date such notice is received by the Company (the “Notice Date”), the Company shall have five (5) business days within which to purchase all, but not less than all, of the offered Option Shares on the terms set forth in this Section 3 the notice. Acceptance shall be made by giving written notice to the Seller not later than the close of business on the date of expiration of Employee within such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforfive day period. (c) If all the Seller's Warrant is not purchased The closing of any purchase of Option Shares by the Offeree Company pursuant to this right of first refusal shall occur as soon as practicable, but in accordance with this Sectionno event later than fifteen (15) days after the Notice Date. At such closing, the Seller (i) Company shall not be deliver the requisite payment, and the Employee shall deliver such documentation as reasonably required by the Company in order to sell any complete the transfer of the Seller's Warrant Option Shares. (d) If the Company fails to exercise its option within said five day period, the Offeree and (ii) mayEmployee may transfer all, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) , of the Seller's Warrant offered Option Shares to the proposed transferee named on the terms set forth in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementnotice. (de) WHL If the proposed transfer described in the notice is not made within sixty (60) days after the date the Employee became free to transfer the offered Option Shares, the right to transfer in accordance with the notice shall expire. In such event, the offered Option Shares may designate not be transferred except pursuant to a new notice in accordance with this Section or assign its rights except as otherwise permitted by this Section 8. (f) For the purposes of this Section 8, “Disposition” shall mean any assignment, transfer, sale, exchange, conveyance, disposition, pledge, hypothecation, gift, or encumbrance whatsoever, whether voluntary, involuntary, or by operation of law; provided, however, such term shall not include an inter vivos or testamentary transfer of the Option Shares to purchase the spouse or a lineal descendant of the Employee, or to a trust established by the Employee for his benefit or the benefit of his spouse or lineal descendants, if such transferee provides the Company Warrants pursuant with written consent to be bound by the terms of this Section 3 to any person or entity with the prior written consent 8 of the Seller, such consent not be unreasonably withheld or delayedthis Addendum.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") If Lessor shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to have received a bona fide offer for to purchase the purchase thereofLeased Property, and Lessor desires to sell the Leased Property pursuant to the terms of such offer, Lessor shall give Notice thereof to Lessee, stating the name and full identity of the prospective purchaser, including the names and addresses of the owners of the capital stock, partnership interests or other proprietary interests of such prospective purchaser, if such information is reasonably available to Lessor, the Seller price, and all other terms and conditions of such proposed sale, together with all other information with respect thereto which is requested by Lessee and reasonably available to Lessor. Within thirty (30) days after receipt by Lessee of such Notice from Lessor, Lessee shall elect by written notice to Lessor one of the following alternatives: (A) To purchase the Leased Property or to purchase the stock at the same price and upon the same terms and conditions as those set forth in the Notice from Lessor to Lessee. In such event, Lessor and Lessee shall promptly enter into an agreement for sale at the price and on terms consistent with such Notice from Lessor to Lessee. (B) To consent to such sale and to the assignment of this Lease to such purchaser, if such sale is in fact consummated; provided, however, that concurrently with the consummation of such sale, the purchaser shall in writing under an assumption agreement in form and substance reasonably satisfactory to Lessee assume and agree to perform and comply in accordance with the terms of this Lease. An executed copy of said assumption agreement shall be promptly delivered by Lessor to Lessee. Lessor shall give notice to Lessee not less than thirty (30) days Notice of the "Notice"date on which such sale is to be consummated in order to give Lessee an opportunity to be present. (C) To refuse consent to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant")purchase; provided, the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Sellerhowever, such consent shall not be unreasonably withheld or delayedif such prospective purchaser is, in Lessee's judgment, financially capable and sufficiently reputable to enable such prospective purchaser to perform the terms and conditions of this Lease. If Lessee shall withhold its consent to any such purchase and Lessor shall nonetheless consummate such transaction, Lessee shall be entitled to immediately terminate the Lease and all obligations of Lessee shall immediately cease.

Right of First Refusal. If at any time during the Term, ALLERGAN desires to enter into an agreement with any Third Party to market, promote and/or detail Elestat outside the Field of Use in the Territory, ALLERGAN agrees as follows: 3.10.1 In the event that ALLERGAN and such Third Party reach agreement as to the terms of such an agreement, whether in the form of a proposed term sheet or non-binding letter of intent (a) Whenever and as often as the WAT Trustee or its successors or assigns (eachcollectively, a "Seller"“Proposal”) ALLERGAN agrees to promptly notify INSPIRE in writing of such Proposal, which notification shall desire to sell all or any include a complete description of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan terms of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice such Proposal (the "“Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller ”). INSPIRE shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon have [confidential treatment requested] after receipt of the NoticeNotice to notify ALLERGAN if it is willing to enter into an agreement for such rights outside the Field of Use. During such [confidential treatment requested] period and, if INSPIRE notifies ALLERGAN of its willingness to enter into such an agreement on comparable or more favorable terms, ALLERGAN agrees to cease negotiations with the Offeree initially Third Party regarding the Proposal and INSPIRE and ALLERGAN shall have the first right and option to purchase up to all of the Seller's Warrantpromptly commence good faith negotiations, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from up to [confidential treatment requested], in an effort to reach a mutually acceptable definitive agreement for such marketing and promotion arrangement (a “Definitive Agreement”). 3.10.2 If, despite each party’s good faith efforts, ALLERGAN and INSPIRE are not able to reach agreement on and do not execute a Definitive Agreement within such [confidential treatment requested] period, ALLERGAN shall be free to enter into such an agreement regarding such licensing arrangement; provided, however, that the date terms and conditions of receipt any agreement with a Third Party taken as a whole shall be no more favorable to such Third Party than the material terms and conditions last offered by INSPIRE during the parties’ good faith negotiations. 3.10.3 If INSPIRE fails to contact ALLERGAN within the [confidential treatment requested] period or notifies ALLERGAN that it does not wish to enter into an agreement to market, promote and/or detail Elestat outside the Field of Use in the Territory under any terms, ALLERGAN may proceed to enter into an agreement with the Third Party signatory of the Notice (the "Expiration Date")Proposal or any other Third Party. Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business dayIf, then on or before the close of business on the next succeeding business day)however, advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.INSPIRE

Right of First Refusal. If, at any time during the Term, (aA) Whenever an Other Drug Candidate (and as often as any Other Products derived therefrom) is licensed-in by Idenix which, at the WAT Trustee time of such in-license, is in or its successors beyond Phase III Clinical Trials (a "Late-Stage In-Licensed ODC"), and (B) Idenix intends to license to any Third Party the right to Develop or assigns Commercialize such Late-Stage In-Licensed ODC or Idenix considers a bona fide offer from a Third Party to Develop or Commercialize such Late-Stage In-Licensed ODC (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company WarrantsLicense Opportunity"), pursuant then Idenix shall provide written notice of such intent to a bona fide offer for the purchase thereofNovartis, the Seller which notice shall give notice (the "Notice") include, as applicable, all material terms and conditions to WHL (the "Offeree") in writing to such effect, enclosing be offered by Idenix or a copy of such bona fide offer from such Third Party containing all material terms and conditions (it being agreed that such material terms and conditions offered by Idenix or contained in the Seller shall cause any Third Party bona fide offer, as appropriate, the "License Terms"), and information reasonably necessary to enable Novartis to make an informed decision with respect to such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell License Opportunity (the "Seller's WarrantLicense Notice"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered . If Novartis notifies Idenix in connection therewith. Upon writing within [**] days after receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the License Notice (the "Expiration DateLicense Response Period"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in ; such notice, the certificate or certificates representing "License Response") that it wishes to accept such License Terms, the Seller's Warrant being purchased Parties shall be bound by such License Terms and, without prejudice to the Offereebinding nature of such License Terms, properly endorsed for transfer, against payment the Parties shall use Commercially Reasonable Efforts to execute a definitive agreement (an "ODC Late Stage Agreement") reflecting such License Terms within [**] days after the date of the purchase price therefor. License Response. However, Novartis may specify in the License Response terms other than the License Terms which Novartis is willing to accept (c) If all the Seller's Warrant is not purchased by "Alternative License Terms"), in which case the Offeree in accordance with this Section, the Seller (i) Parties shall not be required bound to sell any terms unless and until they enter into an ODC Late Stage Agreement on mutually agreed to terms. For purposes of the Seller's Warrant clarity, Idenix shall be free, without any obligation to Novartis, to itself, to the Offeree exclusion of all Third Parties (other than subcontractors of Idenix such as contract research organizations, contract manufacturers, contract employees, consultants and (ii) maythe like which merely conduct activities on behalf of Idenix and subject to Idenix' supervision and control), during the 90-day period commencing on the expiration of the rights Develop and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named Commercialize anywhere in the Notice for a consideration world any Late-Stage In-Licensed ODC at any time during or after the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this AgreementTerm. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted Subject to the WAT Trustee pursuant to the Subscription Agreement and Plan provisions of Reorganization Relating to CenterMark PropertiesArticle I, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to should any Stockholder receive a bona fide offer for from an unaffiliated party or wish to enter into any agreement relating to the purchase thereofTransfer of any or all of the Stock held by such Stockholder, the Seller Company shall give notice (have a right of first refusal to purchase the "Notice") to WHL (Stock which is the "Offeree") in writing to such effect, enclosing a copy subject of such bona fide offer or agreement (it being agreed that the Seller shall cause "Subject Stock"). Pursuant to this right of first refusal, the Stockholder receiving the offer or wishing to enter into any such Agreement shall notify the Board of Directors of the Company, in writing, of the offer or agreement and all of the terms thereof, including, without limitation, the name and address of the proposed purchaser, the exact number of shares that are the subject of the proposed Transfer, the offered purchase price or other consideration, any terms and conditions of payment, and whether the selling Stockholder intends to be reduced accept the offer on the offered terms. If the Stockholder receiving the offer or wishing to writingenter into any such agreement has decided to accept the offer subject to the provisions hereof, the Board of Directors of the Company, within thirty (30) days after such notice of the proposed sale by such Stockholder, shall notify the selling Stockholder whether the Company wishes to purchase all of the Subject Stock on substantially the same terms and specifying conditions as those set forth in the portion notice; and if the Company does wish to so purchase all such shares, such Stockholder shall sell such shares as the Company desires to the Company, on a timely basis, and shall cooperate in all such respects. If the Board of Directors of the Company Warrants which the Seller desires declines to sell (the "Seller's Warrant"), the name of the person or persons undertake to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to so purchase up to all of the Seller's WarrantSubject Stock, for cash at a purchase price equal the Stockholder receiving the offer or wishing to enter into any such agreement may proceed to sell such Subject Stock on the dollar value of same terms and conditions as proposed in the notice. If no such consideration, exercisable for a period of 30 days from the date of receipt sale of the Notice Subject Stock is consummated within a ninety (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-90) day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on following the expiration of the rights and options provided for in this Sectionthirty (30) day period during which the Company may accept the offer to undertake the transaction, sell all (but not less than all) the sale of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, Subject Stock shall again become subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayedArticle II.

Right of First Refusal. (a) Whenever Upon receipt of a Seller’s Notice, the Company shall have the irrevocable and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire exclusive option to sell purchase all or any portion of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Transfer Shares. The Company Warrants"), pursuant to shall deliver a bona fide offer for the purchase thereof, the Seller shall give written notice (the "“Company Notice"”) to WHL (the "Offeree") in writing Seller and each Investor of its election to such effect, enclosing a copy purchase all or any part of such bona fide offer Transfer Shares within thirty (it being agreed that 30) days of the Seller shall cause any such offer to be reduced to writing) and specifying receipt of the portion Seller’s Notice. The delivery of the Company Warrants which Notice under this Section shall constitute an irrevocable commitment to purchase such Transfer Shares unless there is a legal prohibition as to a party’s consummation thereof. (b) To the Seller desires extent that the Company does not elect to sell purchase all of the Transfer Shares or fails to deliver the Company Notice within the applicable period, each Investor shall have the irrevocable and exclusive option to purchase up to that number of the Transfer Shares equal to the product of (i) the number of Transfer Shares not elected to be purchased by the Company multiplied by (ii) a fraction (the "Seller's Warrant"“Proportionate Share”), the name numerator of which shall be the number of shares of Senior Preferred Stock and Selected Common Stock owned by such Investor and the denominator of which shall be the number of shares of Senior Preferred Stock and Selected Common Stock owned by all of the person Investors. Within thirty (30) days after delivery of the Company Notice, each Investor desiring to participate in the purchase of the Transfer Shares shall deliver a written notice to the Seller, the Company and each other Investor of its election to purchase such Transfer Shares. To the extent any Investor does not elect to purchase its full Proportionate Share of such remaining Transfer Shares or persons fails to whom deliver a notice within the applicable period, each Investor that has elected to purchase its full Proportionate Share shall be entitled, by delivering written notice to the Seller desires to make such sale and within forty-five (45) days following the dollar value delivery of the consideration which has been offered in connection therewith. Upon receipt of the Company Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrantremaining Transfer Shares. If there is an oversubscription, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period oversubscribed amount shall be deemed to constitute allocated among the fully electing Investors pro rata based on the number of shares of Senior Preferred Stock owned by each of them. The delivery of a notification to the Seller notice of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant election under this Section 3. shall constitute an irrevocable commitment to purchase such Transfer Shares (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice unless there is a legal prohibition as to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business dayparty’s consummation thereof), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all For the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any purposes of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants calculating an Investor’s Proportionate Share pursuant to this Section 3 to 1.3(b), all Common Stock and Senior Preferred Stock held by an Investor and its partners, officers, employees and affiliates shall be aggregated and such persons may allocate such Proportionate Share in any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayedmanner among them.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee The Shares acquired pursuant to the Subscription Agreement and Plan exercise of Reorganization Relating to CenterMark Properties, Inc., dated as this Option may be sold by the Optionee only in compliance with the provisions of May 13, 1996this Section 9, and subject in connection all cases to compliance with the Public Offering (togetherprovisions of Section 6(b) hereof. Prior to any intended sale, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Optionee shall first give written notice (the "“Offer Notice"”) to WHL the Company specifying (the "Offeree"i) in writing to such effect, enclosing a copy of such Optionee’s bona fide offer intention to sell or otherwise transfer such Shares, (it being agreed that ii) the Seller shall cause any such offer to be reduced to writing) name and specifying the portion address of the Company Warrants which proposed purchaser(s), (iii) the Seller desires number of Shares the Optionee proposes to sell (the "Seller's Warrant"“Offered Shares”), (iv) the name price for which Optionee proposes to sell the Offered Shares, and (v) all other material terms and conditions of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon proposed sale. (b) Within 30 days after receipt of the Offer Notice, the Offeree initially shall have the first right and option Company or its nominee(s) may elect to purchase up all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “Acceptance Notice”) to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within 15 days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee a check (or, at the discretion of the Company, such other form of consideration set forth in the Offer Notice) in the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 9, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. If the Company and/or its nominee(s) do not elect to purchase all of the Seller's WarrantOffered Shares, for cash the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a purchase higher price equal to and on the dollar value of terms and conditions set forth in the Offer Notice, provided, however, that such consideration, exercisable for a period of 30 sale or other transfer must be consummated within 60 days from the date of receipt of the Offer Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30and any proposed sale after such 60-day period shall may be deemed to constitute a notification to made only by again complying with the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided procedures set forth in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor9. (c) If The Optionee may transfer all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell or any portion of the Seller's Warrant Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the Offeree and (ii) may, during the 90-day period commencing on the expiration right of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained first refusal set forth in this Section 3 9, provided that the Shares so transferred shall remain subject to the terms and conditions of this AgreementAgreement and no further transfer of such Shares may be made without complying with the provisions of this Section 9. (d) WHL may designate or assign its rights Any Successor of Optionee pursuant to purchase Section 5 hereof, and any transferee of the Company Warrants Shares pursuant to this Section 3 9, shall hold the Shares subject to any person or entity the terms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the prior written consent provisions of this Section 9. (e) All stock certificates evidencing the Shares shall be imprinted with a legend substantially as follows: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER, INCLUDING A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY, AS SET FORTH IN A STOCK OPTION AGREEMENT DATED . TRANSFER OF THESE SHARES MAY BE MADE ONLY IN COMPLIANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” (f) The rights provided the Company and its nominee(s) under this Section 9 shall terminate upon the closing of an underwritten public offering of shares of the SellerCompany’s Common Stock pursuant to an effective registration statement under the Securities Act of 1933, such consent not be unreasonably withheld or delayedas amended (the “Securities Act”).

Right of First Refusal. (a) Whenever and as often as The Company shall not issue Common Stock, Common Stock Equivalents or debt to any Person other than the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable Purchaser for a period of 30 sixty (60) days from the date of receipt this Agreement. From the date hereof until the date that is the 12-month anniversary of the Notice last Closing, upon any issuance by the Company of Common Stock, Common Stock Equivalents or debt for cash consideration, Indebtedness or a combination of units hereof (a “Subsequent Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the "Expiration Date"). Failure of “Participation Maximum”) on the Offeree to respond to same terms, conditions and price provided for in the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3Subsequent Financing. (b) The Offeree may exercise At least five (5) Trading Days prior to the right and option provided in this Section 3 by giving closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Seller not later than Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the close of business on the date of expiration proposed terms of such right and option (or if such date is not a business daySubsequent Financing, then on or before the close amount of business on the next succeeding business day), advising of the election proceeds intended to exercise the same be raised thereunder and the date (not later than 30 days from the date of Person or Persons through or with whom such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause Subsequent Financing is proposed to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate effected and shall include a term sheet or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforsimilar document relating thereto as an attachment. (c) If all the Seller's Warrant is not purchased by the Offeree Purchaser desires to participate in accordance with this Sectionsuch Subsequent Financing, the Seller (i) shall not be required Purchaser must provide written notice to sell any the Company that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Seller's Warrant to Purchaser’s participation, and representing and warranting that the Offeree Purchaser has such funds ready, willing, and (ii) may, during the 90-day period commencing available for investment on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named terms set forth in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Subsequent Financing Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate If notifications by the Purchaser of its willingness to participate in the Subsequent Financing (or assign its rights to purchase cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company Warrants pursuant to may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above in this Section 3 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. (f) The Company and the Purchaser agree that if the Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby the Purchaser shall be required to agree to any person restrictions on trading as to any of the Securities purchased hereunder or entity with be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Purchaser. (g) Notwithstanding anything to the Sellercontrary in this Section 4.13 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Trading Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such consent transaction shall be deemed to have been abandoned and the Purchaser shall not be unreasonably withheld deemed to be in possession of any material, non-public information with respect to the Company or delayedany of its Subsidiaries. (h) Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance.

Right of First Refusal. (ai) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "The Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and an option to purchase up to all (a “Right of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable First Refusal”) for a period of 30 ten (10) days from the date of receipt of the Transfer Notice (to elect to purchase the "Expiration Date")Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. Failure The Company may exercise such Right of First Refusal and purchase all or any portion of the Offeree to respond Offered Shares by notifying the Transferor in writing before expiration of such ten (10) day period as to the number of such shares that it wishes to purchase. If the Company gives the Transferor notice that it desires to purchase such shares, then payment for the Offered Shares shall be made by check or wire transfer against delivery of the Offered Shares to be purchased at a time and place agreed upon between the parties, which time shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the Prospective Purchaser. If the Company fails to purchase any or all of the Offered Shares by exercising the Right of First Refusal granted in this Section 1.2(i) within the 30-day period provided, the remaining Offered Shares shall be deemed to constitute a notification subject to the Seller options granted to the Preferred Shareholders pursuant to Sections 1.2(ii) through 1.2(v). (ii) Subject to the Company’s Right of First Refusal set forth in Section 1.2(i), if at any time the Transferor proposes a transfer, then, within five (5) days after the Company has declined to purchase all, or a portion, of the Offeree's decision not to exercise Offered Shares or the first right and Company’s option to purchase the Seller's Warrant under this Section 3. Offered Shares has expired, the Transferor shall give each Preferred Shareholder and the FF Beneficial Investor an “Additional Transfer Notice” that shall include all of the information and certifications required in a Transfer Notice and shall additionally identify the Offered Shares that the Company has declined to purchase (bthe “Remaining Offered Shares”) The Offeree may exercise the right and option provided in this Section 3 by giving written notice reference such Preferred Shareholder’s rights of first refusal and co-sale rights with respect to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions proposed Transfer contained in this Section 3 of this Agreement. (diii) WHL may designate or assign its rights Each Investor (each an “Eligible Holder”) shall have a Right of First Refusal for a period of twenty (20) days following receipt of the Additional Transfer Notice (the “ROFR Option Period”) to elect to purchase all or any portion of its respective pro rata share of the Remaining Offered Shares set out in the Additional Transfer Notice at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice, by notifying the Transferor and the Company Warrants in writing (with a copy to each other Party) before expiration of the ROFR Option Period as to the number of such Remaining Offered Shares that it wishes to purchase. For the purposes of the Right of First Refusal hereunder, each Eligible Holder’s “pro rata share” shall be determined according to the aggregate number of all Ordinary Shares converted or convertible from the Preferred Shares held by such Eligible Holder on the date of the Additional Transfer Notice in relation to the aggregate number of the all Ordinary Shares converted or convertible from the Preferred Shares held by all Eligible Holders on such date. (iv) If any such Eligible Holder fails to exercise its right to purchase its full pro rata share of the available Remaining Offered Shares, the Transferor shall deliver a written notice (the “Re-allotment Notice”) within five (5) days after the expiration of the ROFR Option Period to each Eligible Holder that elected to purchase its entire pro rata share of the Remaining Offered Shares (an “Exercising Shareholder”) (with a copy to each other Party). The Exercising Shareholder shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Remaining Offered Shares by notifying the Transferor and the Company in writing within ten (10) days after receipt of the Re-allotment Notice; provided, however, that if the Exercising Shareholders desire to purchase in aggregate more than the number of such unpurchased Remaining Offered Shares, then such unpurchased Remaining Offered Shares will be allocated to the extent necessary among the Exercising Shareholders in accordance with their relative pro rata shares based on the number of the unpurchased Remaining Offered Shares such Exercising Shareholders have elected to purchase pursuant to this Section 3 1.2(iv) of this Exhibit. (v) Each Eligible Holder shall be entitled to any person or entity with apportion Offered Shares to be purchased among its Affiliates, provided that such Eligible Holder notifies the prior written consent of Company and the Seller, such consent not be unreasonably withheld or delayedTransferor in writing.

Right of First Refusal. In the event Optionee desires (aor is ---------------------- required) Whenever and as often as to sell or transfer in any manner all or a portion of the WAT Trustee Shares, the Optionee shall first offer such Shares for sale to the Company (or its successors assignee) at the same price, and upon the same terms (or assigns reasonably similar terms) as those on which the Optionee is disposing of said Shares (each, a "SellerRight of First Refusal") ). Optionee shall desire to sell all or any of the Warrants granted offer such Shares to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to by delivering a bona fide offer for the purchase thereof, the Seller shall give written notice (the "Notice") to WHL the Company stating (i) Optionee's bona fide intention to sell or otherwise transfer such Shares, (ii) the "Offeree") in writing to such effect, enclosing a copy number of such bona fide offer (it being agreed that the Seller shall cause any such offer Shares to be reduced sold or otherwise transferred, (iii) the price for which Optionee proposes to writing) sell such Shares and specifying the portion all additional terms and conditions, if any, of the Company Warrants which the Seller desires to sell sale or transfer and (the "Seller's Warrant"), iv) the name of the person proposed buyer or persons transferee. Optionee shall attach to whom the Seller desires to make such sale and the dollar value Notice a copy of the consideration which has been offered in connection therewith. Upon receipt written offer, if any, of the Noticesale or transfer. In the event of a transfer not involving a sale of such Shares for a specific sum of money, or if, in the sole judgment of the Company's Board of Directors, the Offeree initially shall have proposed transfer does not involve a price for the first right Shares negotiated by the Optionee and option to purchase up to all Optionee's proposed transferee in a bona fide "arm's length transaction," the price of the SellerShares shall be determined by the Company's Warrant, for cash at a purchase price equal to Board of Directors in the dollar value of such consideration, exercisable for a period of 30 manner specified in Section 10(c) below. Within thirty (30) days from after the date of Company's receipt of the Notice (the "Expiration DateAcceptance Period"). Failure , the Company (or its assignee) may elect to purchase all of the Offeree Shares (or, with the consent of the Optionee, a portion thereof) to respond which the Notice refers, at the price per share (or at the fair market value of such Shares determined pursuant to paragraph 10(c) hereof in the case of a transfer other than a bona fide arms-length transaction) and on the same terms and conditions (or terms and conditions as similar as reasonably possible) as set forth in the Notice. If the Company (or its assignee) elects to purchase such Shares hereunder, it shall notify Optionee either orally or in writing during the Acceptance Period of its intention to purchase all of such Shares (or, with the consent of Optionee, a portion thereof) and either (i) set a date and location for the closing of the transaction on or prior to the Notice within last day of the 30-day period Acceptance Period, or at such later date as the parties may otherwise agree, at which time the Company (or its assignee) shall tender payment for the Shares or (ii) include payment for the Shares with the Company's notice to Optionee, if in writing, or deliver it to Optionee under separate cover. At such closing, the certificates representing the Shares so purchased shall be delivered to the Company and canceled or, in the case of payment by the Company by mail, such certificates shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from be canceled upon the date of such notice) upon which payment mailing of the purchase price for the SellerCompany's Warrant payment and, thereafter, shall be madepromptly returned by Optionee to the Company by certified or registered mail. The Seller shall Optionee hereby authorizes and directs the Secretary or Transfer Agent of the Company to transfer the Shares as to which the Right of First Refusal has been exercised from Optionee to the Company (or its assignee). Optionee further authorizes the Company to refuse, or to cause its Transfer Agent to refuse, to transfer or record any Shares to be delivered transferred in violation of this Agreement. If the Company (or its assignee) does not elect to purchase the Shares to which the Notice refers, Optionee may sell or otherwise transfer the Shares to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee third party named in the Notice for a consideration at the dollar value of which is equal to or greater than price and on the dollar value of the consideration terms and conditions specified in the NoticeNotice or at a higher price, subject in each case to provided that such sale or transfer is consummated within sixty (60) days from either (i) the restrictions contained in this Section 3 lapse of this Agreement. the Acceptance Period or (dii) WHL may designate the date of the Company's notice, whether written or assign its rights oral, advising Optionee that it does not intend to purchase the Company Warrants pursuant to this Section 3 to Shares hereunder, whichever occurs first in time and provided, further, that any person such sale or entity transfer is in accordance with the prior written consent all of the Sellerterms and conditions set forth in this Agreement. In the event the Shares are not disposed of by the Optionee within said 60-day period, such consent not Shares shall once again be unreasonably withheld or delayedsubject to the Right of First Refusal herein provided.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee or its successors or assigns (each, event that a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice Subscriber (the "NoticeTransferring Party") wishes to WHL sell, assign, transfer, or in any way dispose of the Securities acquired under this Subscription Agreement (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's WarrantProposed Disposition"), the name Transferring Party shall first present such Securities to the Company, thereby granting the Company the chance to acquire the Securities on identical terms as the Proposed Disposition. The Transferring Party is required to provide the Company with a written notification (the "Notification of Proposed Disposition") detailing: (i) the Transferring Party's genuine intention to sell or otherwise dispose of such Securities; (ii) the identity and contact details of the person intended purchaser or persons to whom recipient (the Seller desires to make such sale "Intended Transferee"); (iii) the quantity of Securities intended for disposition; (iv) the terms and the dollar value conditions of the consideration which has been offered Proposed Disposition, inclusive of the proposed sale price and payment method; and (v) a definitive agreement from the Transferring Party to dispose of the Securities on the terms described in connection therewiththe Notification of Proposed Disposition, conditional upon the Company's decision not to utilize its right of first refusal. Upon receipt of the NoticeNotification of Proposed Disposition, the Offeree initially Company shall have hold the first right and option right, though not the obligation, to purchase up to acquire any or all of the Seller's Warrant, Securities designated for cash at a purchase price equal transfer to the dollar value Intended Transferee, under the price and terms specified in the Notification of Proposed Disposition. This right must be exercised by the Company through the delivery of a written acknowledgment to the Transferring Party within twenty (20) calendar days following receipt of the Notification of Proposed Disposition (the "Acceptance Period"). Should the Company choose to purchase any of the Securities, the completion of such consideration, exercisable for a period of 30 purchase and the payment to the Transferring Party shall occur no more than forty-five (45) calendar days from the date on the Notification of receipt of Proposed Disposition, through closing mechanisms as designated by the Notice (Company. Payment may be executed by certified check or via wire transfer to a bank account nominated by the "Expiration Date")Transferring Party. Failure of If the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision Company opts not to exercise its right of first refusal within the first right Acceptance Period, the Transferring Party shall be entitled to conclude the Proposed Disposition with the Intended Transferee under terms and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice conditions that are not more advantageous to the Seller not later Intended Transferee than those outlined in the close Notification of business on the date Proposed Disposition, within a period of expiration of such right one hundred and option twenty (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 120) days from the date of such notice) upon which payment termination of the purchase price for Acceptance Period. Any Securities not disposed of to the Seller's Warrant Intended Transferee within this timeframe shall continue to be subject to the right of first refusal delineated herein. This right of first refusal shall be madeenforceable against any successors or assigns of the Transferring Party and shall benefit the successors and assigns of the Company. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 relinquishment of this Agreement. (d) WHL clause's right may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity only occur with the Company's prior written consent of the Seller, such consent not be unreasonably withheld or delayedconsent.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee or its successors or assigns (eachevent that during the Term, a "Seller") ART shall desire to sell all or otherwise dispose (other than a pledge or a grant of a lien or security interest) of any Shares to a third Person other than an Affiliate of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering ART at below Fair Market Value (together, the "Company WarrantsProspective Sale"), pursuant to a bona fide offer for then ART shall, unless prohibited by Applicable Law, promptly give written notice of the purchase thereof, the Seller shall give notice Prospective Sale (the "NoticeNotice of Prospective Sale") to WHL (the "Offeree") in writing to such effect, enclosing a copy Principals. The Notice of such bona fide offer (it being agreed that the Seller Prospective Sale shall cause any such offer to be reduced to writing) set forth all material terms and specifying the portion conditions of the Company Warrants which Prospective Sale (including, without limitation, the Seller desires identity of the third Person, if any), and shall constitute an offer by ART to sell (such Shares to the "Seller's Warrant"), Principals upon the name same terms and conditions set forth in the Notice of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewithProspective Sale. Upon receipt of the NoticeNotice of Prospective Sale from ART and at any time within Thirty (30) days thereafter ("Election Period"), the Offeree initially Principals shall have the first right and option to elect in writing (upon notice to ART) ("Election") to purchase up to all such Shares upon the same terms and conditions contained in the Notice of Prospective Sale ("Right of First Refusal"), and if the Seller's WarrantPrincipals make an Election, for cash at a purchase price equal to the dollar value of such consideration, exercisable for Principals shall have a period of 30 Ninety (90) days after the Election to purchase such Shares from ART. The purchase and sale of such Shares shall be consummated by the date of receipt Principals' payment to ART of the Notice (the "Expiration Date"). Failure aggregate amount of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment cash portion of the purchase price of such Shares (adjusted to account for any amounts ART is required to pay the Seller's Warrant shall be made. The Seller shall cause Principals pursuant to be delivered Section 2.1) by wire transfer of immediately available funds to an account designated by ART and by delivery to ART to the Offeree noticenon-cash portion of such purchase price, on if any, free and clear of all liens and encumbrances of any kind, upon ART's delivery to the payment date specified in such notice, the certificate or Principals of certificates representing the Seller's Warrant being purchased Shares to be purchased, duly endorsed in blank and in proper form for transfer to the Principals, free and clear of any liens and encumbrances of any kind created by ART. In the Offeree, properly endorsed for transfer, against payment event: (a) the Principals decline to purchase such Shares by notice in writing to ART during the Election Period; (b) the Principals fail to notify ART within the Election Period of the its election to purchase price therefor. such Shares; or (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required Principals give ART notice of its Election to sell any of the Seller's Warrant to the Offeree and (ii) may, purchase such Shares during the 90-day period commencing on Election Period but the expiration Principals and ART fail to consummate such purchase and sale as provided above; then, in any one of such events, ART shall have the rights and options provided for right to consummate the Prospective Sale to a third Person (which, in this Section, sell all (but not less than all) the event the identity of the Seller's Warrant to the transferee named a third Person is set forth in the Notice for of Prospective Sale, shall be to such third Person), upon the terms and conditions set forth in the Notice of Prospective Sale, but at a consideration the dollar value of which is price per Share equal to or greater than the dollar value price per Share set forth in the Notice of Prospective Sale, but only if the Prospective Sale is consummated within a further One Hundred Eighty (180) day period following the latest to occur of the consideration specified events referred to in clauses (a) through (c) above. If such Prospective Sale is not consummated within said further One Hundred Eighty (180) day period, the Notice, subject in each case to the restrictions contained Right Of First Refusal set forth in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.2.4 shall again apply. ARTICLE 3

Right of First Refusal. (a) Whenever and as often as Following the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or date of this Agreement until any time that Buyer Beneficially Owns less than 60% of the Warrants granted Purchased Shares, the Company shall deliver written notice (the “ROFR Notice”) to Buyer prior to entering into any definitive agreement regarding any material licensing transaction or Competing Proposal (a “ROFR Transaction”). The ROFR Notice shall contain (i) a description of the WAT Trustee structure of the ROFR Transaction, including the assets or securities to be sold or acquired by the Third Party pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with ROFR Transaction (the Public Offering (together, the "“Company Warrants"Interests”), pursuant to a bona fide offer for (ii) the purchase price therefor, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, (iii) the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion identity of the Company Warrants which the Seller desires to sell proposed Third Party and (the "Seller's Warrant"), the name iv) any other material terms and conditions of the person or persons to whom proposed ROFR Transaction, including the Seller desires to make such sale and proposed closing date. By delivering the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the ROFR Notice, the Offeree initially shall have Company represents and warrants to Buyer that: (1) the first right Company has full right, title and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal interest in and to the dollar value of such consideration, exercisable for a period of 30 days from Company Interests; (2) the date of receipt of Company has all the Notice (necessary power and authority and has taken all necessary action to sell the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under Company Interests as contemplated by this Section 5; and (3) the Company Interests are free and clear of any and all Liens other than those arising as a result of or under the terms of this Agreement. (b) The Offeree may exercise ROFR Notice shall be accompanied by a written offer (the right and option provided in this Section 3 by giving written notice “ROFR Offer”), irrevocable until the end of the ROFR Exercise Period (as defined below), to sell the Seller not later than the close of business Company Interests on the date of expiration of such right same terms and option conditions as set forth in the ROFR Notice to Buyer (or one or more Affiliates designated by Buyer) (except if such date non-cash consideration is not a business dayto be paid, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause an amount in cash equal to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment 100.00% of the cash purchase price thereforand 100% of the fair market value of any non-cash consideration set forth in the ROFR Notice). (c) If Buyer shall have 60 days from the date on which it receives the applicable ROFR Notice (the “ROFR Exercise Period”) to determine whether to accept the ROFR Offer to purchase all (but not less than all) of the Seller's Warrant is Company Interests; provided that the ROFR Exercise Period shall not purchased by be deemed to have commenced until a determination of fair market value of any non-cash consideration set forth in the Offeree ROFR Notice has been made in accordance with Section 5(b) above; provided, further, that in no event shall the ROFR Exercise Period exceed 90 days. If Buyer desires to accept the ROFR Offer, it shall give written notice (a “Notice of Election”) to the Company of its intent to accept such ROFR Offer during the ROFR Exercise Period. The Company shall cooperate with Buyer’s reasonable diligence requests during the ROFR Exercise Period and shall provide customary representations, warranties, covenants and indemnities in connection with any such transaction. The failure of Buyer to give a Notice of Election to the Company by the end of the ROFR Exercise Period shall constitute a waiver of Buyer’s right of first refusal under this SectionSection 5 with respect to the Company Interests subject to the applicable ROFR Notice, but shall not affect its rights with respect to any future ROFR Notice. A Notice of Election shall constitute a binding agreement between the Company and Buyer. The closing of the transaction shall take place at the principal offices of the Company (or such other location as Buyer and the Company may agree) three (3) Business Days following the satisfaction or waiver of the conditions to closing for such ROFR Transaction. (d) In the event that Buyer shall not elect to purchase all of the Company Interests, then, provided the Company has complied with the provisions of this Section 5, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, Company may sell all (but not less than all) of the Seller's Warrant Company Interests to the transferee named prospective Third Party identified in the ROFR Notice for a consideration on the dollar value same terms and conditions set forth therein, during the 60 calendar day period immediately following the expiration of which is equal the ROFR Exercise Period; provided that such date of closing shall be extended to or the extent necessary to obtain any required regulatory approvals (but in no event shall such date be greater than 180 calendar days after the dollar value expiration of the consideration specified in the Notice, ROFR Exercise Period). Any Company Interests not sold within such period will be subject in each case to the restrictions contained in provisions of this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase 5 upon any subsequent sale. If the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent Interests represent all of the SellerCompany’s assets, the intangible rights appurtenant to the Company Interests shall also transfer to the Third Party involved in such consent not be unreasonably withheld or delayedsale.

Right of First Refusal. If the Recipient (aor a subsequent transferee) Whenever proposes to transfer any vested Restricted Shares (in each case a “Selling Stockholder”), then the Selling Stockholder shall promptly give written notice to the Company at least 30 days prior to the closing of such transfer. The notice shall describe in reasonable detail the proposed transfer including, without limitation, the number of Shares to be transferred, the nature of the transfer, the consideration to be paid, and as often as the WAT Trustee name and address of each prospective purchaser or its successors transferee. For purposes of this Section 16, Transfer means the sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or assigns (eachdescent, a "Seller") shall desire or other transfer or disposition of any kind, including, but not limited to, transfers to sell all receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Warrants granted to Shares. For a period of 15 days following receipt of any notice described in the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togetherpreceding paragraph, the "Company Warrants"), pursuant (or its assignee) shall have the right to purchase all or a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Shares subject to such notice on the same terms and conditions as set forth therein. The Company’s purchase right shall be exercised by written notice signed by an officer of the Company Warrants which (or its assignee) and delivered to the Seller desires to sell (the "Seller's Warrant")Selling Stockholder within such 15-day period, the name failure of the person Company (or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree its assignee) to respond to the Notice within the 30-day such period shall be deemed to constitute a notification to the Seller of the Offeree's decision conclusive evidence that it elects not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (bShares. The Company or its assignee shall effect the purchase of the Shares, including payment of the purchase price, not more than 30 business days after delivery of the notice from the Selling Stockholder, and at such time the Selling Stockholder shall deliver to the Company the certificate(s) The Offeree may exercise representing the right and option Shares to be purchased by the Company, each certificate to be properly endorsed for transfer. To the extent that the Shares proposed to be transferred are not purchased by the Company and/or its assignee(s) as provided in this Section 3 by giving written notice 16, then the Selling Stockholder may transfer such Shares to the Seller not later than proposed transferee(s) pursuant to the close of business on terms specified in the notice within 45 days after the date of expiration of the notice and provided further that any such right and option (sale or if such date other Transfer is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree effected in accordance with this Section, any applicable securities laws and each proposed transferee agrees in writing that the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 provisions of this Agreement. (d) WHL may designate or assign its rights , including this Section 16, shall continue to purchase apply to the Shares after such Transfer. If the Shares described in the notice are not Transferred to the proposed transferee within such 45-day period, a new notice shall be given to the Company, and the Company Warrants pursuant to this Section 3 to and/or its assignees shall again be offered the right of first refusal as provided herein before any person vested Restricted Shares may be sold or entity with otherwise Transferred. This provision shall terminate upon the prior written consent closing of the Seller, such consent not be unreasonably withheld or delayedCompany’s first underwritten public offering of its common stock.

Right of First Refusal. To the extent required by paragraph 3(f), any member of the Leuthe Group, prior to making any offer to sell or transfer Holding Company Common Stock, shall give the Holding Company the opportunity to purchase such Holding Company Common Stock in the following manner: (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any Any member of the Warrants granted Leuthe Group intending to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Propertiesmake such an offer, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller sale or transfer shall give notice (the "Transfer Notice") to WHL (the "Offeree") Holding Company in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that intention, specifying the Seller shall cause any such offer number of shares of Holding Company Common Stock proposed to be reduced to writing) disposed of and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make certifying in writing that such transfer will be an open market sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at through a purchase price equal broker acceptable to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3Holding Company. (b) The Offeree may exercise Holding Company shall have the right and option provided in this Section 3 right, exercisable by giving written notice given by the Holding Company to the Seller party which gave the Transfer Notice within fifteen (15) business days after receipt of such Transfer Notice to purchase (or to cause a corporation, entity, person or group designated by the Holding Company to purchase) all, but not later than a part of, the close Holding Company Common Stock specified in such Transfer Notice for cash at the mean between the high bid and low asked price for the Holding Company Common Stock on the Nasdaq Stock Market as of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforTransfer Notice. (c) If all the Seller's Warrant Holding Company exercises its right of first refusal hereunder, the closing of the purchase of the Holding Company Common Stock with respect to which such right has been exercised shall take place within thirty (30) calendar days (or if approval of such purchase is not purchased required by the Offeree in accordance with this SectionHolding Company shareholders or any regulatory authority as required by law or pursuant to any stock exchange rule or policy, within ninety (90) calendar days) after the Holding Company gives notice of such exercise. Upon exercise of its right of first refusal, the Seller (i) Holding Company shall not be legally obligated to consummate the purchase contemplated thereby and shall use its best efforts to secure all approvals required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementconnection therewith. (d) WHL may designate or assign If the Holding Company does not exercise its rights right of first refusal hereunder within the time specified for such exercise, the party giving the Transfer Notice shall be free during the period of ninety (90) calendar days following the expiration of such time for exercise to purchase sell the Holding Company Warrants pursuant Common Stock specified in such Transfer Notice in an open market sale through a broker acceptable to the Holding Company and not knowingly to an affiliate provided the party giving such Transfer Notice gives written direction to the broker completing the sale to provide the Holding Company with a copy of any trade confirmation. (e) Notwithstanding the foregoing, this Section 3 4 shall not be applicable to any person sale of shares of Holding Company Common Stock by the Leuthe Group in an amount not to exceed 20,000 shares per calendar quarter if each sale or entity with sales are made in open market transactions through a broker designated by the prior written consent Holding Company and such broker agrees to give to the Holding Company notice of the Seller, any such consent not be unreasonably withheld or delayedsale.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee or its successors or assigns (each, event the Tenant intends to enter into a "Seller") shall desire transaction to sell all one or any more Units that comprise a part of the Warrants granted to condominium project where the WAT Trustee pursuant to Premises is located (the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties“ROFR Property”), Inc., dated as of May 13, 1996, and in connection with the Public Offering Tenant shall give Landlord written notice thereof (together, the "Company WarrantsNotice of Sale"), pursuant to a bona fide offer for which notice shall include the purchase thereof, the Seller shall give notice price and other basic terms upon which Tenant is willing to purchase or sell such ROFR Property (the "NoticeProposed Transaction Terms"). Landlord shall have a period of fifteen (15) business days from Landlord’s receipt of a Notice of Sale to WHL notify Tenant of its decision to purchase the ROFR Property from Tenant upon the Proposed Transaction Terms set forth in the Notice of Sale (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's WarrantROFR"), . If Landlord fails to notify Tenant of Landlord’s intent to exercise the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 ROFR within fifteen (15) business days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period Sale, then Landlord shall be deemed to constitute a notification have waived the ROFR with respect to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named transaction as described in the Notice for a consideration of Sale. Should Landlord waive (or be deemed to have waived) the dollar value ROFR, Tenant shall be at liberty to proceed with the transaction described in the Notice of which is equal Sale so long as the economic terms of the transaction are not less favorable to or greater Tenant than the dollar value Proposed Transaction Terms. If for any reason Tenant fails to sell the ROFR Property within six (6) months of the consideration specified in the Notice, subject in each case date Tenant first gives notice to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants Landlord pursuant to this Section 3 34, or if Tenant determines to enter into a sale transaction with respect to the ROFR Property upon terms that are substantially less favorable to Tenant than the Proposed Transaction Terms set forth in the Notice of Sale, then Landlord’s ROFR rights pursuant to this Section 34 shall apply and Tenant must deliver a second Notice of Sale setting forth the same or revised Proposed Transaction Terms. For purposes of the preceding sentence, such terms shall be deemed to be substantially less favorable to Tenant if the overall economic benefits to be derived by Tenant from the transaction decrease by five percent (5%) or more. Landlord shall have a ten (10) business day period from Landlord’s receipt of the second Notice of Sale to notify Tenant of its decision to purchase or not purchase the ROFR Property upon the Proposed Transaction Terms set forth in the second Notice of Sale. If Tenant either receives a notice from Landlord that Landlord does not desire to purchase the ROFR Property or Tenant fails to receive any notice from Landlord within the applicable time period, then Tenant shall have the right to proceed with the transaction described in the second Notice of Sale so long as the economic terms of the transaction are not less favorable to Tenant than the Proposed Transaction Terms set forth therein. In the event Landlord timely exercises its ROFR with respect to any person or entity transaction described in a Notice of Sale in accordance with the prior provisions of this Section 34, not later than thirty (30) days after the receipt by Tenant of Landlord’s written consent notice of exercise of its ROFR, Landlord and Tenant shall enter into and execute a definitive purchase agreement, incorporating the Proposed Transaction Terms for the sale of the Seller, such consent not be unreasonably withheld or delayedROFR Property as reflected in the Notice of Sale.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee The Shares acquired pursuant to the Subscription Agreement and Plan exercise of Reorganization Relating to CenterMark Properties, Inc., dated as this Option may be sold by the Optionee only in compliance with the provisions of May 13, 1996this Section 7, and subject in connection all cases to compliance with the Public Offering (togetherprovisions of Section 6(b) hereof. Prior to any intended sale, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Optionee shall first give written notice (the "Offer Notice") to WHL the Company specifying (the "Offeree"i) in writing to such effect, enclosing a copy of such his or her bona fide offer intention to sell or otherwise transfer such Shares, (it being agreed that ii) the Seller shall cause any such offer to be reduced to writing) name and specifying the portion address of the Company Warrants which proposed purchaser(s), (iii) the Seller desires number of Shares the Optionee proposes to sell (the "Seller's WarrantOffered Shares"), (iv) the name price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon proposed sale. (b) Within 30 days after receipt of the Offer Notice, the Offeree initially shall have the first right and option Company or its nominee(s) may elect to purchase up all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the "Acceptance Notice") to the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within 15 days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 7, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Seller's WarrantOffered Shares, for cash the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a purchase higher price equal to and on the dollar value of terms and conditions set forth in the Offer Notice; provided, however, that such consideration, exercisable for a period of 30 sale or other transfer must be consummated within 60 days from the date of receipt of the Offer Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30and any proposed sale after such 60-day period shall may be deemed to constitute a notification to made only by again complying with the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided procedures set forth in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor7. (c) If The Optionee may transfer all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell or any portion of the Seller's Warrant Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the Offeree and (ii) may, during the 90-day period commencing on the expiration right of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained first refusal set forth in this Section 3 7, provided that the Shares so transferred shall remain subject to the terms and conditions of this AgreementAgreement and no further transfer of such Shares may be made without complying with the provisions of this Section 7. (d) WHL may designate or assign its rights Any Successor of Optionee pursuant to purchase Section 5 hereof, and any transferee of the Company Warrants Shares pursuant to this Section 3 7, shall hold the Shares subject to any person or entity the terms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the prior written consent provisions of this Section 7. (e) The provisions of this Section 7 shall not apply to a sale of the Seller, such consent not be unreasonably withheld or delayedShares to the Company pursuant to Section 8 below. (f) The rights provided the Company and its nominee(s) under this Section 7 shall terminate upon the closing of the initial public offering of shares of the Company's Common Stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act.

Right of First Refusal. If the Company should propose (athe "Proposal") Whenever and to issue Common Stock or securities convertible into Common Stock at a price less than the Current Market Price (as often as the WAT Trustee defined in Certificate of Designation), or its successors debt at less than par value or assigns having an effective annual interest rate in excess of 9.9% (each, each a "Seller") shall desire to sell all or any Right of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement First Refusal Security" and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togethercollectively, the "Company WarrantsRight of First Refusal Securities"), pursuant to a bona fide offer for in each case on the purchase thereof, date of issuance during the Seller shall give notice period ending two years after the Closing Date (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy Right of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's WarrantFirst Refusal Period"), the name of Company shall be obligated to offer the person or persons to whom Buyer on the Seller desires to make such sale terms set forth in the Proposal (the "Offer") and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially Buyer shall have the first right and option right, but not the obligation, to purchase up to all accept such Offer on such terms. If during the Right of First Refusal Period, the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving Company provides written notice to the Seller not later than the close Buyer that it proposes to issue any Right of business First Refusal Securities on the date of expiration of such right and option (or if such date is not a business dayterms set forth in the Proposal, then on the Buyer shall have 10 business days to accept or before reject such offer in writing. If the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller Company fails to: (i) shall not be required to sell any issue a Proposal during the Right of the Seller's Warrant to the Offeree and First Refusal Period, (ii) mayoffer the Buyer the opportunity to complete the transaction as set forth in the Proposal, during or (iii) enter into an agreement with the 90-day period commencing on Buyer, at such terms after the expiration Buyer has accepted the Offer, then the Company shall pay to the Buyer, as liquidated damages, an amount in total equal to 10% of the amount paid to the Company for the Right of First Refusal Securities. The foregoing right of first refusal is and shall be senior in right to any other right of first refusal issued by the Company to any other Person (as defined in the Certificate of Designation). Notwithstanding the foregoing, the Buyer shall have no rights and options provided for under this Section IV. G. in this Section, sell all (but not less than all) respect of Common Stock or any other securities of the Seller's Warrant Company issuable (i) upon the exercise or conversion of options, warrants or other rights to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value purchase securities of the consideration specified in Company outstanding as of the Noticedate hereof or (ii) to officers, subject in each case to directors or employees of the restrictions contained Company or any of its subsidiaries. Buyer hereby acknowledges that other holders of the Series E Preferred Stock may also have the right of first refusal set forth in this Section 3 I.V., and Buyer hereby agrees that it shall only be entitled to accept an Offer with respect to its pro rata share of this AgreementRight of First Refusal Securities (based on the number of Series E Preferred Shares held by Buyer relative to the number of Series E Preferred Shares held by all other holders of Series E Preferred Stock with such right of first refusal and accepting such Offer). (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and The Purchased Shares, as often as the WAT Trustee or its successors or assigns (eachdefined above, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee acquired pursuant to the Subscription Agreement and Plan exercise of Reorganization Relating to CenterMark Properties, Inc., dated as this Option may be sold by the Optionee only in compliance with the provisions of May 13, 1996this Section 10, and subject in connection all cases to compliance with the Public Offering (togetherprovisions of Section 6(b) hereof. Prior to any intended sale, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Optionee shall first give written notice (the "Offer Notice") to WHL the ------------ Company specifying (the "Offeree"i) in writing to such effect, enclosing a copy of such his or her bona fide offer intention to sell or otherwise transfer such Shares, (it being agreed that ii) the Seller shall cause any such offer to be reduced to writing) name and specifying the portion address of the Company Warrants which proposed purchaser(s), (iii) the Seller desires number of Shares the Optionee proposes to sell (the "Seller's WarrantOffered Shares"), (iv) the name price for which he or she proposes to sell the -------------- Offered Shares, and (v) all other material terms and conditions of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon proposed sale. (b) Within thirty (30) days after receipt of the Offer Notice, the Offeree initially shall have the first right and option Company or its nominee(s) may elect to purchase up all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the "Acceptance Notice") to ----------------- the Optionee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Optionee, the Company and/or its nominee(s) shall deliver to the Optionee a check in the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 10, against delivery by the Optionee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. If the Company and/or its nominee(s) do not elect to purchase all of the Seller's WarrantOffered Shares, for cash the Optionee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a purchase higher price equal to and on the dollar value of terms and conditions set forth in the Offer Notice, provided, however, that such consideration, exercisable for a period of 30 sale or other transfer must be consummated within sixty (60) days from the date of receipt of the Offer Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30and any proposed sale after such 60-day period shall may be deemed to constitute a notification to made only by again complying with the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided procedures set forth in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor10. (c) If The Optionee may transfer all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell or any portion of the Seller's Warrant Shares to a trust established for the sole benefit of the Optionee and/or his or her spouse or children without such transfer being subject to the Offeree and (ii) may, during the 90-day period commencing on the expiration right of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained first refusal set forth in this Section 3 10, provided that the Shares so transferred shall remain subject to the terms and conditions of this AgreementAgreement and no further transfer of such Shares may be made without complying with the provisions of this Section 10. (d) WHL may designate or assign its rights Any Successor of Optionee pursuant to purchase Section 5 hereof, and any transferee of the Company Warrants Shares pursuant to this Section 3 10, shall hold the Shares subject to any person or entity the terms and conditions of this Agreement and no further transfer of the Shares may be made without complying with the prior written consent provisions of this Section 10. (e) All stock certificates evidencing the Shares shall be imprinted with a legend substantially as follows: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTION AGAINST TRANSFER, INCLUDING A RIGHT OF REPURCHASE AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION, AS SET FORTH IN A STOCK OPTION AGREEMENT DATED (Date). TRANSFER OF THESE SHARES MAY BE MADE ONLY IN COMPLIANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION." (f) The rights provided the Company and its nominee(s) under this Section 10 shall terminate upon the closing of the Sellerinitial public offering of shares of the Company's Common Stock pursuant to an effective registration statement under the Securities Act of 1933, such consent not be unreasonably withheld or delayedas amended.

Right of First Refusal. (a) Whenever In the event that Landlord at any time during the Lease Term should receive and as often as determine to accept a bona fide offer from a party to purchase Landlord's interest in the WAT Trustee Leased Premises or its successors or assigns any portion thereof, Landlord shall deliver a written notice to Tenant (each, a "SellerNOTICE OF SALE") of such offering together with a true copy of the contract of sale (the "CONTRACT") executed by such party submitting the offer and true copies of any other documents related thereto. Tenant shall desire have twenty (20) days following its receipt of the Notice of Sale in which to sell (i) elect to exercise its right to purchase such portion of the Leased Premises on the same terms, conditions and provisions set forth in the Contract (the "RIGHT OF FIRST REFUSAL") and (ii) deliver to Landlord the down payment or deposit, if any, required pursuant to the provisions of the Contract which down payment or deposit shall be held in accordance with the terms of the Contract. Notwithstanding anything else in this Paragraph 34, Tenant shall forfeit its Right of First Refusal during the existence of an uncured Event of Default. Notwithstanding anything to the contrary contained in this Paragraph 34, Tenant's Right of First Refusal shall not apply to (a) any sale of all or any portion of the Warrants granted Leased Premises made subsequent to the WAT Trustee first sale of all or any portion of the Leased Premises to a third party in accordance with the terms and provisions of this Paragraph 34 or (b) any transfer of the Leased Premises pursuant to the Subscription Agreement and Plan foreclosure of Reorganization Relating to CenterMark Properties, Inc., dated as a Mortgage or a deed in lieu of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to foreclosure of a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy Mortgage or any sale of such bona fide offer (it being agreed that the Seller shall cause all or any such offer to be reduced to writing) and specifying the portion of the Company Warrants which Leased Premises made subsequent to such foreclosure or deed in lieu of foreclosure. (a) If the Seller desires Tenant shall so elect to sell exercise its Right of First Refusal under subparagraph (b) of this Paragraph 34, Landlord and Tenant shall promptly thereafter enter into a contract of sale upon the "Seller's Warrant")same terms and conditions as set forth in the Contract. (b) Failure by Tenant to exercise the Right of First Refusal shall constitute a waiver of such Right of First Refusal as to that offer only, the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially Landlord shall have the first right and option to purchase up to all of consummate the Seller's Warrant, for cash transaction set forth in the Contract at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later or greater than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for therein set forth, and, upon closing of such transaction, Tenant's Right of First Refusal shall terminate. Landlord shall again comply with the Seller's Warrant provisions of this Paragraph 34(b) in the event that (A) the closing under the Contract shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment not occur within one hundred eighty (180) days of the purchase price therefor. earlier of (cx) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for 20-day period specified in this Section, sell all Paragraph 34(b) and (but y) the date upon which Tenant shall notify Landlord in writing that Tenant does not elect to purchase Landlord's interest in the Leased Premises pursuant to the terms set forth in the Contract or (B) Landlord intends to enter into a sale of Landlord's interest in the Leased Premises with another party unaffiliated with the offeror under the Contract or into a sale with a purchase price less than all) of the Seller's Warrant to the transferee named purchase price set forth in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this AgreementContract. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever Purchaser hereby grants to Seller an Irrevocable Right of First Refusal to repurchase the Property upon the following terms and as often as conditions: 39.1 If Purchaser receives any offer to purchase or tenders any offer of sale the WAT Trustee Property which Purchaser desires to accept, other than by inheritance or its successors conveyance to her heirs and descendants or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant by conveyance to a bona fide offer for the purchase thereofcorporation, the limited liability company, trust or other entity of which Purchaser is an owner, trustee or beneficiary, Seller shall give notice (have the "Notice") absolute Right of First Refusal to WHL (the "Offeree") purchase such Property. 39.2 Purchaser shall immediately notify Seller in writing to of such effect, enclosing offer and attach a copy of such bona fide offer to purchase or contract of purchase or document setting forth such offer. 39.3 Such right shall be exercised within seven (7) days after Seller receives notice from Purchaser, by Seller notifying Purchaser that it being agreed that will purchase or otherwise acquire the Property on such terms and conditions. 39.4 In the event Seller shall cause any such not so notify Purchaser within said period, Purchaser may, within one hundred twenty (120) days after said seven (7) day period, sell or otherwise transfer the Property to the party making said offer on the same terms and conditions contained in the notice to be reduced to writing) and specifying Seller. 39.5 If Purchaser does not so sell or otherwise transfer the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant")Property, the name terms and conditions of the person this right of first refusal shall again apply to any subsequent sale or persons to whom the Seller desires to make such sale other transfer. 39.6 This Right of First Refusal shall be in full force and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days effect from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days Closing until 20 years from the date of such notice) upon Closing. Notwithstanding the above, it is expressly understood and agreed that the term and length of time for which payment the Right of First Refusal shall exist and may be exercised by Purchaser shall not exceed in any event the purchase price for period of time as provided by the Seller's Warrant rule against perpetuities or the power of alienation in effect in the Sate of Colorado. Any sale or attempted sale effected without first giving the Seller the right of first refusal described above shall be madevoid and of no force and effect. The At Closing, Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment will record a Notice of the purchase price thereforRight of First Refusal referencing Sellers rights under this paragraph 39. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee event, at any time after the ---------------------- date of this Agreement, any Purchaser or its successors or assigns (each, a "Seller") shall desire transferee desires to sell or transfer in any manner any shares of Series B Preferred Stock purchased hereunder (or any shares of the Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) to a person or entity which is not a Restricted Party, it shall first offer such shares for sale to the Company at substantially the same price, and upon substantially the same terms (or terms as similar as reasonably possible) upon which it is proposing or is to dispose of such shares; provided that a Purchaser may transfer all or part of its shares of Series B Preferred Stock (or any shares of the Warrants granted Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) to a Permitted Fund Transferee or Transferees without first making such offer to the WAT Trustee pursuant Company. Said right of first refusal shall be provided to the Subscription Agreement and Plan Company for a period of Reorganization Relating to CenterMark Properties, Inc., dated as fifteen (15) days following receipt by the Company of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give written notice (the "Proposed Transfer Notice") by the Purchaser of the terms and conditions of said proposed sale or transfer and the name, address and phone number of each proposed buyer or transferee. The Company may exercise such right of first refusal as to WHL (all, or some portion which is less than all, of the "Offeree") shares proposed to be transferred by notifying the Purchaser in writing to within such effectfifteen day period, enclosing a copy of and paying such bona fide offer Purchaser within thirty (it being agreed that 30) days following receipt by the Seller shall cause any such offer to be reduced to writing) and specifying the portion Company of the Proposed Transfer Notice the relevant consideration therefor. If the Company Warrants and its assigns do not complete the purchase of shares of Series B Preferred Stock (or any shares of the Class A Voting Common Stock into which such shares of Series B Preferred Stock have been converted) identified in the Seller Proposed Transfer Notice within thirty (30) days following receipt by the Company of the Proposed Transfer Notice, the Purchaser may sell or transfer such shares in accordance with the terms and conditions set forth in the Proposed Transfer Notice to the person or entity identified in the Proposed Transfer Notice. If the Purchaser desires to sell or transfer in any manner such shares either (i) upon terms and conditions which are different than those specified in the "Seller's Warrant"), the name of Proposed Transfer Notice or to a person or entity other than the person or persons to whom entity identified in the Seller desires to make such sale and Proposed Transfer Notice or (ii) more than sixty (60) days after the dollar value of the consideration which has been offered in connection therewith. Upon Company's receipt of the Proposed Transfer Notice, then the Offeree initially Purchaser shall have comply with the first right and option to purchase up to all provisions of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 34.2(b) again prior to effecting any such sale or transfer. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee or its successors or assigns (eachevent that, a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (togethera Sale of HealthSpring, CMS, DFS, the "Company Warrants")Agency, pursuant to DHHS or any other governmental or other regulatory authority of competent jurisdiction shall require that a Sale of PLAN be effectuated, such Sale of PLAN (a “Required Divestiture”) shall not require PROVIDER’s consent, so long as PLAN complies with the following provisions: (i) if HealthSpring or its applicable Affiliate (the “Transferor”) receives a bona fide offer for (the “Transfer Offer”) to effectuate the Required Divestiture, then PLAN shall deliver a Notice to PROVIDER setting forth and certifying as to the material terms of the Transfer Offer (together with copies of all applicable correspondence and other documents relating thereto) (a “Required Divestiture Notice”), including the purchase thereofprice with respect to such Transfer Offer (the “Required Divestiture Purchase Price”). The Required Divestiture Notice shall constitute an irrevocable offer to effectuate a Sale of PLAN to PROVIDER or to any of its Affiliates designated thereby (any or all of them, collectively, the Seller shall give notice “Purchaser”) pursuant to the terms of this Section 7.2(b). Within thirty (30) days after the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing giving of a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Required Divestiture Notice, the Offeree initially PROVIDER shall have give the PLAN a Notice (a “Response Notice”) setting forth whether the PROVIDER has elected to exercise its right of first refusal. The PROVIDER’s failure to timely deliver the Response Notice shall be deemed to constitute the PROVIDER’s irrevocable election not to exercise its right of first refusal solely with respect to such Transfer Offer. (ii) In the event the PROVIDER shall elect to exercise the right of first refusal, the Response Notice shall constitute an irrevocable offer to effectuate a Sale of PLAN and option the Purchaser and the Transferor shall as promptly as practicable effectuate a Sale of PLAN to purchase up the Purchaser for the Required Divestiture Purchase Price and upon other terms substantially similar to all those of the Seller's WarrantTransfer Offer. The Purchaser and the Transferor will execute and deliver to each other all agreements, documents and instruments and take all actions reasonably necessary to effectuate such Sale of PLAN for cash at the Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer. (iii) If the PROVIDER does not elect (or is deemed not to have elected) to exercise the right of first refusal, (a) the Transferor shall in no event, directly or indirectly, contract with respect to, or in any way consummate, a Required Divestiture to a third party other than to the offeror of the Transfer Offer for a purchase price equal to the dollar value Required Divestiture Purchase Price and upon other terms substantially similar to those of such considerationthe Transfer Offer, exercisable and (b) if the Transferor has not consummated the Required Divestiture to the offeror of the Transfer Offer for a purchase price equal to the Required Divestiture Purchase Price and upon other terms substantially similar to those of the Transfer Offer by the expiration of the one hundred eighty (180) day period of 30 days from immediately following the date that is the earlier of receipt (A) the delivery of the a Response Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision electing not to exercise the right of first right and option to purchase the Seller's Warrant under this Section 3. refusal or (bB) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided period for in this Section, sell all (but not less than all) timely delivery of the Seller's Warrant Response Notice, then any subsequent proposed Required Divestiture shall again be subject to the transferee named in the Notice for a consideration the dollar value applicable provisions of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement7.2(b). (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns Any Stockholder (each, a "SellerTransferor") who wishes to Transfer any or all of its Shares (the "Offered Shares") to any Person other than a Permitted Transferee and who receives a bona fide offer from any Person (the "Offeror") who is not a Prohibited Transferee for the purchase of all or any portion of such Stockholder's Shares shall, prior to accepting such offer, provide written notice (the "Notice of Offer") thereof to each other Stockholder holding Shares, which notice shall desire set forth the terms and conditions of the offer so received, including the purchase price and the identity of the Offeror. Following the delivery to sell the other Stockholders of the Notice of Offer, each other Stockholder may elect to purchase that percentage of the Offered Shares which is equal to the Total Shares (excluding the Offered Shares) owned by each such Stockholder divided by the Total Shares (excluding the Offered Shares) owned by all such Stockholders ("Applicable Percentage") during a fifteen-day refusal period (the "Refusal Period") on the terms set forth in the Notice of Offer. To the extent any Stockholder shall determine not to purchase its Applicable Percentage prior to the expiration of the Refusal Period, the accepting Stockholders (the "Accepting Purchasers") may purchase such Shares on a pro rata basis in proportion to the number of Shares owned by each of them (and the foregoing procedure shall be repeated in respect of any Shares not purchased until all Accepting Purchasers have had an opportunity to purchase any remaining Shares). (b) Subject to the requirements of Section 4, including but not limited to the requirement that a transferee execute this Agreement and a Proxy, if all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller Offered Shares shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion remain unsold after completion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"procedures set forth in Section 9(a), the name Transferor may sell such remaining Offered Shares to the Offeror within six months of the person or persons to whom completion of such procedures on terms no more favorable than those set forth in the Seller desires to make such sale and Notice of Offer; provided that the dollar value Offeror is not a Prohibited Transferee. To the extent any of the consideration which has been offered Offered Shares are not sold in connection therewith. Upon receipt of accordance with the Noticeforegoing, the Offeree initially Stockholders shall continue to have the a right of first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant refusal under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 9 with respect to any Transfers to any Person which are subsequently proposed by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforTransferor. (c) If The closing of a purchase by a Stockholder under this Section 9 shall occur within ten days after the end of the Refusal Period or at such later date when all the Seller's Warrant is not purchased approvals required by the Offeree in accordance with this Section, Gaming Laws are obtained (such approvals to be obtained as soon as is reasonably practicable). At such closing the Seller Transferor and the relevant Accepting Purchaser (iand any or all other Stockholders as may be required) shall execute an assignment and assumption agreement and any other instruments and documents as may be reasonably required by such Stockholder to effectuate the transfer of such Shares free and clear of any liens, claims or encumbrances, other than as specifically permitted hereunder. Any Transfer to any Person that does not be required to sell any comply with the provisions of the Seller's Warrant to the Offeree and (ii) maythis Section 9, during the 90-day period commencing on the expiration of the rights and options other than a Transfer expressly provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 other provisions of this Agreement, shall be null and void of no effect whatsoever. (d) WHL may designate or Any Stockholder may, in its sole and absolute discretion, assign its rights right of first refusal under this Section 9 to purchase the Company Warrants Offered Shares to W▇▇▇ with respect to any incident in which its right of first refusal is triggered under this Section 9. (e) Except for Shares transferred pursuant to Sections 2(b), 4, 7, 8, 10 and 11, no Shares may be Transferred until the provisions of this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed9 have been complied with.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, The Optionee may sell Option Shares to a "Seller") shall desire to sell all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and third party in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer transaction for fair value payable in cash or the equivalent currently or in future installments, provided that the Optionee extends to the Company a right of first refusal with respect to such sale in accordance with the following provisions. The Optionee shall first give written notice of such proposed sale to the Company, identifying the proposed purchaser, the number of Option Shares to be sold, and the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) price and specifying the portion terms of the proposed sale. The Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such considerationright, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller Optionee within thirty (30) days after receipt of the Optionee’s notice, to purchase all, but not later less than all, of the close Option Shares referred to in the Optionee’s notice, at the price and on the terms set forth in said notice. The Company shall designate in such notice a date, time and place for the closing of business on the repurchase (the “Closing”), which shall be not more than sixty (60) days after the date of expiration the Company’s notice, unless otherwise agreed by the parties. The Company may assign its rights hereunder with respect to a particular transfer by written notice to the selling Optionee at or prior to the Closing. The Closing shall take place at the offices of such right the Company or of its counsel, unless otherwise agreed by the parties. At the Closing, the Company or its assignee (the “Purchaser”) shall purchase from the selling Optionee (the “Seller”) the Option Shares referenced in the Optionee’s notice, at the price and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day)terms set forth therein, advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered sell such Option Shares to the Offeree notice, on the payment date specified in such notice, Purchaser by delivery of the certificate or certificates representing the Seller's Warrant being purchased by the Offereesuch Option Shares, properly duly endorsed for transfer, against payment free and clear of any liens, pledges or encumbrances. If the Company does not exercise its purchase right within thirty (30) days after the Optionee’s notice to the Company, the Stockholder may complete the sale of Option Shares to the proposed purchaser at the price therefor. and on the terms specified in the Optionee’s notice to the Company at any time within sixty (c60) If all days after the Seller's Warrant is not expiration of said thirty (30)-day period. No sale may be made to a different purchaser, at a different price, on different terms or after the expiration of said sixty (60)-day period without renewed compliance with this Section 10(b)(ii). Any Option Shares purchased by the Offeree in accordance with the provisions of this Section, the Seller (iSection 10(b)(ii) shall not thereafter remain subject to the prohibitions of Section 10(c), but shall no longer be required subject to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 other terms of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as If, at any time after the WAT Trustee or its successors or assigns date hereof until the fifth anniversary hereof, the Company proposes to issue (each, a an "SellerOffer") shall desire to sell all shares of Common Stock or any other equity securities of the Warrants granted Company, other than (i) pursuant to a proposed underwritten public offering of Common Stock by the Company or (ii) on terms no less favorable to the WAT Trustee pursuant Company than could be obtained from a non-affiliated third party, the Company shall, not less than 45 days prior to the Subscription Agreement anticipated closing of such sale or transfer, give written notice (the "Sale Notice") to the holders of the Series B Preferred Stock and Plan the holders of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering Series A Preferred Stock (together, the "Option Holders") of such proposed sale or transfer. The Sale Notice shall (i) specify the proposed purchaser thereof, the number of shares to be issued, the amount and type of consideration to be received therefor, and the other material terms on which the Company Warrantsproposes to issue the Common Stock or other equity securities, (ii) contain an offer by the Company to sell to the Option Holders all of such shares of Common Stock or other equity securities on the same terms as the Offer (the "First Refusal Offer"), and (iii) indicate the appraised value of any non-cash consideration proposed to be paid in the Offer; provided, that, if any non-cash consideration is to be received by the Company pursuant to a bona fide offer for the purchase thereofOffer, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially Option Holders shall have the first right and option to purchase up to all of pay in cash the Seller's Warrant, for cash at a purchase price equal to the dollar appraised value of such non-cash consideration, exercisable for . Any appraisal or valuation required pursuant to this Section shall be prepared by a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond nationally-recognized independent appraiser mutually acceptable to the Notice within Company and the 30-day period Option Holders and shall be deemed to constitute a notification submitted in writing and addressed to the Seller of Company and the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3Option Holders. (b) The Offeree Option Holders must notify the Company in writing within 15 days following receipt of the Sale Notice if they desire to accept the First Refusal Offer. The Option Holders who desire to accept the First Refusal Offer may exercise purchase all or a portion of the right and option provided shares of Common Stock or other equity securities of the Company in this Section 3 by giving written notice such proportions as they may mutually agree or, in the absence of such an agreement, in proportion to the Seller not later than number of shares of fully diluted Common Stock owned by each such Option Holder who wishes to participate in the close of business on the date of expiration purchase of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered shares pursuant to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforFirst Refusal Offer. (c) If Unless all the Seller's Warrant is shares of Common Stock or other equity securities of the Company proposed to be issued in the Sale Notice are to be acquired by the Option Holders, the Company may transfer all such shares covered by the Sale Notice or the portion not acquired by the Option Holders, as the case may be, to the proposed third party transferee in accordance with the terms of the Offer set forth in the Sale Notice; provided that such sale and issuance must occur no later than 120 days after the date of the Sale Notice. If the First Refusal Offers are accepted in a manner such that all or a portion of shares of Common Stock or other equity securities of the Company covered by the Sale Notice are to be purchased by the Offeree in accordance with this SectionOption Holders, the Seller (i) Company shall not be required to sell any issue all or such portion of such shares of Common Stock or other equity securities, as the Seller's Warrant case may be, free of all Liens, to the Offeree and (ii) may, during respective purchasers thereof against delivery by the 90-day period commencing on the expiration accepting Option Holders of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant immediately available funds payable to the transferee named in Company within 20 days after the Notice for a consideration date such offer is accepted; provided, that if the dollar value ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, is applicable to the exercise of any First Refusal Offer, such date shall be extended to the date which is equal to three days after the date the applicable waiting period expires or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreementis terminated. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee or its successors or assigns (eachevent that, a "Seller") shall desire prior to sell all or any the exercise of the Warrants granted Option by Xcyte, Diaclone shall agree with a Third Party upon the terms and conditions of a proposed license to such Third Party that would license to any extent the WAT Trustee pursuant Licensed Materials in the Expanded Field, Diaclone shall provide written notice to Xcyte setting forth such proposed terms and conditions (the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996“Notice”), and Xcyte shall have a right of first refusal (the “Right of First Refusal”) to enter into an agreement with Diaclone on such terms and conditions. Thereafter, Xcyte shall have a period of thirty (30) days in connection which to exercise the Right of First Refusal by written notice to Diaclone, during which period Diaclone shall not enter into such license with such Third Party. Upon exercise of the Right of First Refusal by Xcyte, the parties shall negotiate in good faith to enter into agreement on such terms and conditions as soon as reasonably practicable. In the event that Xcyte does not exercise the Right of First Refusal within such thirty (30)-day period, Diaclone shall have a period of sixty (60) days in which to grant such license to such Third Party of the Licensed Materials within the Expanded Field on terms no more favorable to such Third Party than those set forth in the Notice. In the event that Diaclone does not enter into such an agreement during such sixty (60)-day period, Diaclone may not enter into such an agreement without sending a new or revised Notice and complying with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy terms and conditions of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewiththis Section 2.5. Upon receipt of the NoticeNotice by Xcyte, the Offeree initially Option shall have the first right not be exercisable by Xcyte unless and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice until (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not a) Xcyte fails to exercise the first right Right of First Refusal, and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise Diaclone does not enter into such an agreement with such Third Party within such sixty (60)-day period. [*] Certain information on this page has been omitted and filed separately with the right and option provided in this Section 3 by giving written notice Securities & Exchange Commission. Confidential treatment has been requested with respect to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforomitted portions. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a "Seller") shall desire to sell all or any of the Warrants granted to the Perpetual Trustee Company Limited, in its capacity as former trustee of WAT Trustee ("PTCL"), pursuant to the Subscription Agreement and Plan of or Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering (together, the "Company Warrants"), pursuant to a bona fide offer for the purchase thereof, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this Agreement. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed."

Right of First Refusal. If the Grantee exercises the Option in whole ---------------------- or in part and at any time thereafter and prior to the earlier of (a) Whenever and the occurrence of a Change in Control Event (as often as defined herein) or (b) 30 days after the WAT Trustee or its successors or assigns (eachfirst anniversary of the Merger Termination Date, a "Seller") shall desire seeks to sell all or any part of the Warrants granted Option Shares purchased (i) in a transaction registered under the Securities Act (other than in a registered public offering in which the underwriters are instructed to achieve a broad public distribution) or (ii) in a transaction not required to be registered under the Securities Act (other than in a transfer by operation of law upon consummation of a merger), it shall give the Grantor (or a designee of the Grantor) the opportunity, in the following manner, to purchase such Option Shares: (a) The Grantee shall give notice to the WAT Trustee pursuant Grantor in writing of its intent to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering sell Option Shares (together, the a "Company WarrantsDisposition Notice"), specifying the number of ------------------ Option Shares to be sold, the price and, if applicable, the identity of the proposed transferee and the material terms of any agreement relating thereto. For purposes of this Section 7, if the Disposition Notice is given with respect to the sale of the Option Shares pursuant to a bona fide offer tender or exchange officer, it shall be assumed that all Option Shares tendered will be accepted for the purchase thereofpayment. The Disposition Notice may be given at any time, the Seller shall give notice (the "Notice") to WHL (the "Offeree") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying the portion of the Company Warrants which the Seller desires to sell (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon receipt of the Notice, the Offeree initially shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal including prior to the dollar value giving of such consideration, exercisable for a period of 30 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3any Exercise Notice. (b) The Offeree may exercise Grantor or its designee shall have the right and option provided in this Section 3 right, exercisable by giving written notice given to the Seller Grantee within five business days after receipt of a Disposition Notice (or, if applicable, in the case of a proposed sale pursuant to a tender or exchange offer for shares of Common Stock, by written notice given to the Grantee at least two business days prior to the then announced expiration date of such tender or exchange offer (the "Expiration ---------- Date") if such Disposition Notice was given at least four business days prior to ----- such Expiration Date), to purchase all, but not later less than all, of the close Option Shares specified in the Disposition Notice at the price set forth in the Disposition Notice. If the purchase price specified in the Disposition Notice includes any property other than cash, the purchase price to be paid by the Grantor shall be an amount of business on cash equal to the sum of (i) the cash included in the purchase price plus (ii) the fair market value of such other property at the date of expiration the Disposition Notice. If such other property consists of such right and option securities with an existing public trading market, the average closing price (or the average closing bid and asked price if closing prices are unavailable) for such date is not a business day, then securities on or before their principal public trading market for the close of business on the next succeeding business day), advising of the election five trading days ending five days prior to exercise the same and the date (not later than 30 days from the date of the Disposition Notice shall be deemed to equal the fair market value of such noticeproperty. If such other property consists of something other than cash or securities with an existing public trading market and, at the time of the closing referred to in paragraph (c) upon which payment below, agreement on the value of such other property has not been reached, the higher of (i) the cash included in the purchase price and (ii) the average closing price of the Common Stock on the NYSE for the five trading days ending five days prior to the date of the Disposition Notice shall be used as the per share purchase price; provided, however, that promptly after the closing, the Grantee and the Grantor -------- ------- or its designee, as the case may be, shall settle any additional amounts to be paid or returned as a result of the determination of fair market value of such other property made by a nationally recognized investment banking firm selected by the Grantor and approved by the Grantee within 30 days of the closing. Such determination shall be final and binding on all parties hereto. If, at the time of the purchase price for of any Option Shares by the Seller's Warrant Grantor (or its designee) pursuant to this Section 7, a tender or exchange offer is outstanding, then the Grantor (or its designee) shall agree at the time of such purchase to promptly pay to Grantee from time to time such additional amounts, if any, so that the consideration received by Grantee with respect to each Option Share shall be made. The Seller shall cause to be delivered equal to the Offeree noticehighest price paid for a share of Common Stock pursuant to such tender or exchange, on the payment date specified in or pursuant to any other tender or exchange offer outstanding at any time such notice, the certificate tender or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price thereforexchange offer is outstanding. (c) If all the SellerGrantor exercises its right of first refusal hereunder, the closing of the purchase of the Option Shares with respect to which such right has been exercised shall take place within five business days after the notice of such exercise (or, if applicable, in the case of a tender or exchange offer, no later than one business day prior to the expiration date of the offer if written notice was given within the time set forth in the parenthetical in the first sentence of paragraph (b) above); provided, however, that at any time -------- ------- prior to the closing of the purchase of Option Shares hereunder, the Grantee may determine not to sell the Option Shares and revoke the Disposition Notice and, by so doing, cancel the Grantor's Warrant is not purchased right of first refusal with respect to the disposition in question. The Grantor (or its designee) shall pay for the Option Shares by wire transfer of immediately available funds to a bank designated by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this AgreementGrantee. (d) WHL may designate If the Grantor does not exercise its right of first refusal hereunder within the time specified for such exercise, the Grantee shall be free for 90 days following the expiration of such time for exercise to sell the Option Shares (or assign enter into an agreement to sell the Option Shares) specified in the Disposition Notice, at the price specified in the Disposition Notice or any price in excess thereof and otherwise on substantially the same terms set forth in the Disposition Notice; provided that if such sale is not consummated within such 90-day period (or the agreement to sell entered into in such 90-day period is not thereafter performed in accordance with its rights to purchase terms), then the Company Warrants pursuant to provisions of this Section 3 7 will again apply to the sale of such Option Shares. (e) For purposes of the Agreement, a "Change in Control Event" ----------------------- shall be deemed to have occurred if (i) any person or entity with has acquired beneficial ownership of more than 50% (excluding the prior written consent Option Shares) of the Selleroutstanding shares of Common Stock or (ii) the Grantor shall have entered into an agreement, such consent not be unreasonably withheld including without limitation an agreement in principle, providing for a merger or delayedother business combination involving the Grantor or the acquisition of 30% or more of the assets of the Grantor and its subsidiaries, taken as a whole.

Right of First Refusal. (a) Whenever and as often as In the WAT Trustee or its successors or assigns (each, a "Seller") shall desire event that either Joint Venturer desires to sell transfer all or any part of his interest in the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Offering Assets (together, the "Company WarrantsTransferred Interest"), pursuant except to persons acting on his behalf as agents (or as required by operation of law or other involuntary transfer to do so), such Joint Venturer shall first offer the Transferred Interest to Manager in accordance with the following provisions: a. Such Joint Venturer shall deliver a bona fide offer for the purchase thereof, the Seller shall give written notice (the "Notice") to WHL (the "Offeree") in writing to such effectManager, enclosing a copy of such stating i. Joint Venturer's bona fide offer (it being agreed that intention to transfer the Seller shall cause any Transferred Interest; ii. the purchase price and terms of payment for which such offer Joint Venturer proposes to be reduced to writing) transfer the Transferred Interest; and specifying iii. the portion name and address of the Company Warrants which the Seller desires to sell proposed transferee; b. Within sixty (the "Seller's Warrant"), the name of the person or persons to whom the Seller desires to make such sale and the dollar value of the consideration which has been offered in connection therewith. Upon 60) days after receipt of the Notice, the Offeree initially Manager shall have the first right and option right, but not the obligation, to elect to purchase up the Transferred Interest upon the price and terms of payment designated in the Notice, by delivering written notice to such Joint Venturer of such election (the "Election Notice"). If the Notice provides for the payment of non-cash consideration, Manager may elect to pay the consideration in cash equal to the good faith estimate of the present fair market value of the non-cash consideration offered; c. If Manager elects to purchase or obtain the Transferred Interest designated in the Notice, then the closing of such purchase shall occur on a date mutually agreeable or (if the parties cannot agree) on a date within sixty (60) days after delivery of the Election Notice, and each of the selling Joint Venturers and Manager shall execute such documents and instruments and make such deliveries as may be reasonably required to consummate such purchase and sale; and d. If Manager elects not to purchase or acquire the Transferred Interest, then such selling Joint Venturer may transfer the Transferred Interest to the transferee proposed in the Notice, provided that such transfer: i. is completed within sixty (60) days after the expiration of Manager's right to elect to purchase the Transferred Interest, ii. is made on terms no less favorable to such Joint Venturer than as designated in the Notice, and iii. complies with all of the Seller's Warrantterms and conditions of this Agreement, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 days from Application Software Purchase Agreement and the date of receipt of Note. If the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date Transferred Interest is not a business dayso transferred, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree Joint Venturer must give notice in accordance with this Section, the Seller (i) shall not be required Section prior to sell any other or subsequent transfer of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on the expiration of the rights and options provided for in this Section, sell all (but not less than all) of the Seller's Warrant to the transferee named in the Notice for a consideration the dollar value of which is equal to or greater than the dollar value of the consideration specified in the Notice, subject in each case to the restrictions contained in this Section 3 of this AgreementTransferred Interest. (d) WHL may designate or assign its rights to purchase the Company Warrants pursuant to this Section 3 to any person or entity with the prior written consent of the Seller, such consent not be unreasonably withheld or delayed.

Right of First Refusal. Until the seventh anniversary of the date hereof, if a Holder of Stock (a) Whenever and as often as the WAT Trustee or its successors or assigns (each, a an "SellerOffering Stockholder") shall desire desires to sell Transfer any or all or any of the Warrants granted to the WAT Trustee pursuant to the Subscription Agreement and Plan shares of Reorganization Relating to CenterMark Properties, Inc., dated as of May 13, 1996, and in connection with the Public Stock then owned by such Offering Stockholder (together, the "Company WarrantsTransfer Stock"), pursuant ) to any person other than a Permitted Transferee of such Holder or in any manner other than in a bona fide offer for public distribution pursuant to an effective registration statement under the purchase thereofSecurities Act, the Seller such Offering Stockholder shall give written notice (the "Offer Notice") to WHL the Company of the terms and conditions of the proposed sale, and the Company shall have the right and option (but not the obligation) to purchase the Transfer Stock at the price and upon the other terms and conditions set forth in the Offer Notice. The right of first refusal provided for herein shall be exercisable by the Company upon delivery of written notice (the "OffereePurchase Notice") in writing to such effect, enclosing a copy of such bona fide offer (it being agreed that the Seller shall cause any such offer to be reduced to writing) and specifying Offering Stockholder not more than 10 business days after receipt by the portion Company of the Company Warrants which the Seller desires to sell Offer Notice (the "Seller's WarrantExercise Period"). If the Company exercises its right of first refusal hereunder, consummation of the purchase of the Transfer Stock pursuant thereto shall occur on such date as the Company and the Offering Stockholder mutually shall agree, but in no event later than 10 business days next following the date on which the Company shall have delivered the Purchase Notice to the Offering Stockholder; subject to extension of such 10-day period as necessary to comply with applicable securities and other laws and regulations. Upon exercise of the foregoing right of first refusal, the name of the person or persons to whom the Seller desires to make such sale Company and the dollar value of Offering Stockholder shall be contractually obligated to consummate the consideration which has been offered purchase contemplated thereby and shall use their reasonable best efforts to obtain all requisite consents and approvals in connection therewith. Upon receipt of If the NoticeCompany declines to purchase the Transfer Stock as provided in this Section 2.2, the Offeree initially Offering Stockholder thereafter shall have the first right and option to purchase up to all of the Seller's Warrant, for cash at a purchase price equal to the dollar value of such consideration, exercisable for a period of 30 120 days from the date of receipt of the Notice (the "Expiration Date"). Failure of the Offeree to respond to the Notice within the 30-day period shall be deemed to constitute a notification to the Seller of the Offeree's decision not to exercise the first right and option to purchase the Seller's Warrant under this Section 3. (b) The Offeree may exercise the right and option provided in this Section 3 by giving written notice to the Seller not later than the close of business on the date of expiration of such right and option (or if such date is not a business day, then on or before the close of business on the next succeeding business day), advising of the election to exercise the same and the date (not later than 30 days from the date of such notice) upon which payment of the purchase price for the Seller's Warrant shall be made. The Seller shall cause to be delivered to the Offeree notice, on the payment date specified in such notice, the certificate or certificates representing the Seller's Warrant being purchased by the Offeree, properly endorsed for transfer, against payment of the purchase price therefor. (c) If all the Seller's Warrant is not purchased by the Offeree in accordance with this Section, the Seller (i) shall not be required to sell any of the Seller's Warrant to the Offeree and (ii) may, during the 90-day period commencing on following the expiration of the rights and options provided for in this Section, sell Exercise Period (the "Open Sale Period") to transfer all (but not less than all) or any portion of the Seller's Warrant Transfer Stock subject to the transferee named Transfer Offer, free and clear of the restrictions and limitations of this Section 2.2, in one or a series of bona fide transactions; provided, however, that such transfer may only be effected pursuant to general terms and conditions (including price) not more beneficial to the Offering Stockholder than those contained in the Notice for a consideration Offer Notice. If any Transfer Stock is not sold or transferred pursuant to the dollar value provisions of which is equal this Section 2.2 prior to or greater than the dollar value expiration of the consideration specified in the NoticeOpen Sale Period, such Transfer Stock again shall become subject in each case to the provisions and restrictions contained in this Section 3 of this Agreement. (d) WHL hereof. The Company may designate or assign its rights under this Section 2.2 to Approved Transferees who shall be entitled to deliver the Purchase Notice and purchase the Company Warrants Transfer Stock in accordance with the identical terms of this Section 2.2. Notwithstanding any of the foregoing, the provisions of this Section 2.2 no longer shall be of any force or effect (a) at such time as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall have sold 60% or more of the Common Stock beneficially owned by them on the date hereof; provided, however, that Transfers of Common Stock by them to family members, to charitable organizations or to trusts for estate planning purposes shall not constitute Transfers for purposes of this paragraph; or (b) if at any time after the second anniversary of this agreement, 15% or less of the Common Stock is beneficially owned by CBS and its Permitted Transferees. The terms of clause (b) in the preceding sentence shall not be applicable if CBS and its Permitted Transferees beneficially own 15% or less of the Common Stock as a result of Transfers by CBS or its Permitted Transferees of at least 50% of the Common Stock acquired by CBS or its assignees pursuant to this Section 3 to any person or entity with the prior written consent of Stock Purchase Agreement and the Seller, such consent not be unreasonably withheld or delayedWarrant.