Common use of First Offer Right Clause in Contracts

First Offer Right. Subject to Section 3(e), at least 30 days prior to making any Transfer of any Stockholder Shares, the holder of Stockholder Shares making such Transfer (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company, the Series C-2 Investing Stockholders, the Series D Investing Stockholders and the Founder Stockholders but no other Stockholders (the Series C-2 Investing Stockholders, Series D Investing Stockholders and Founder Stockholders being the “Other Stockholders”), which shall specify in reasonable detail the proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the transferee(s) (if known). First, the Company may elect to purchase all of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares specified in the Offer Notice within such ten-day period, each Other Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchase) may elect to purchase all of such holder’s Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in no event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 20 days after the expiration of the Election Period. If prior to the expiration of the Election Period the Company has not elected to purchase all of the Stockholder Shares being offered and the Other Stockholders have not elected to purchase their respective Pro Rata Shares of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subsection (d) below, transfer the Stockholder Shares not purchased by the Company or any Other Stockholders to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Other Stockholders under this Section 3(c) prior to any subsequent Transfer. Each Other Stockholder’s “Pro Rata Share” shall be based upon such Other Stockholder’s proportionate ownership of all Common Stock owned or issued upon conversion of the Series C-2 Preferred and Series D Preferred and issuable upon conversion of the Series C-2 Preferred and Series D Preferred, in either case, owned by Other Stockholders other than the Transferring Stockholder.

First Offer Right. Subject (a) In addition to Transfers pursuant to Article 5, Article 7, or a Public Sale, any Other Stockholder may Transfer an interest in Common Stock by complying with this Section 3(e), at 4.2. At least 30 45 days prior to making any Transfer by any Other Stockholder of any Stockholder SharesCommon Stock pursuant to a bona fide offer from an Independent Third Party (other than Pursuant to Article 5 and Article 7 or a Public Sale), the holder of transferring Other Stockholder Shares making such Transfer (the “Transferring Stockholder”"TRANSFERRING STOCKHOLDER") shall will deliver a written notice (an “Offer Notice”the "OFFER NOTICE") to the Company, the Series C-2 Investing Stockholders, the Series D Investing Stockholders and to the Founder Stockholders but no other Stockholders (the Series C-2 Investing Stockholders, Series D Investing Stockholders and Founder Stockholders being the “Other Stockholders”), which shall specify in reasonable detail Company. The Offer Notice will disclose the proposed number of Stockholder Shares shares of Common Stock (the "SUBJECT SHARES") to be transferred, identity of the proposed purchasers, and, in reasonable detail, the proposed terms and conditions of the Transfer and the identity of the transferee(s) (if known)Transfer. First, the Company Onex may elect to purchase all (but not less than all) of the Stockholder Shares Common Stock specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares specified in the Offer Notice within such ten-day period, each Other Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchase) may elect to purchase all of such holder’s Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price cash and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in no any event within 20 days after the delivery of the Offer Notice. If Onex has not elected to purchase all of the Subject Shares within such 20-day period, the Company may elect to purchase all (but not less than all) of the Subject Shares at the price in cash and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practicable, but in any event within 30 days after delivery of the Offer Notice. Any Stockholder Shares not If neither Onex nor the Company has elected to be purchased by purchase all of the end of Subject Shares within such 2030-day period shall be reoffered for period, the ten-day period prior to the expiration of the Election Period by Stockholders other than Onex and the Transferring Stockholder (collectively, the "FIRST OFFER STOCKHOLDERS") may elect to purchase all (but not less than all) of the Subject Shares at the price in cash and on the terms specified therein, on a pro rata basis determined by the number of shares of Common Stock then held by the First Offer Stockholders electing to make such purchase, by delivering written notice of such election to the Other Transferring Stockholder as soon as practicable, but in any event within 45 days after delivery of the Offer Notice; provided that if less than all of the First Offer Stockholders elect to make such purchase, the remaining Subject Shares shall be reoffered to those Stockholders who have elected to make such purchase their Pro Rata Share and, if there are any such Stockholder until an election to purchase all of the Subject Shares remaining after such allocationhas been made. If Onex, the Company shall have or the right to purchase such remaining Stockholder Shares. If the Company or any Other First Offer Stockholders have elected to purchase Stockholder all (but not less than all) of the Subject Shares from the Transferring Stockholder, the transfer of such shares shall will be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholdernotice, but in any event within 20 75 days after the expiration delivery of the Election PeriodOffer Notice (the "CONSUMMATION PERIOD"). If prior to the expiration any of the Election Period Subject Shares to be purchased by any holder of any Class D-2 Common are voting securities, at the request of any holder of Class D-2 Common the Company has not will exchange for such securities other securities which are non-voting, convertible into such securities on the same terms as those on which the Class D-2 Common is convertible into Class D-1 Common and otherwise identical to such securities in all respects. If neither Onex , the Company nor the First Offer Stockholders have elected to purchase all of the Stockholder Subject Shares being offered and or if Onex, the Other Company or the First Offer Stockholders have not elected elect to purchase their respective Pro Rata Shares all of the Stockholder Subject Shares being offeredbut do not consummate the purchase within the Consummation Period, the Transferring Stockholder may, within 90 45 days after the expiration of the Election Period and subject to the provisions of subsection (d) belowConsummation Period, transfer the Stockholder Subject Shares not purchased by the Company or any Other Stockholders to one or more third parties at a price no less than the price per share specified in the Offer Notice cash and on other terms no more favorable to the transferees thereof than offered to Onex, the Company and the Other First Offer Stockholders in the Offer Notice; provided that prior to such Transfer, such transferees shall have agreed in writing to be bound by the provisions of this Agreement. Any Stockholder Subject Shares not transferred within such 9045-day period shall will be reoffered subject to the Company provisions of this Section 4.2(a) upon subsequent transfer and the Other Stockholders under Transferring Stockholder will not be entitled to deliver another Offer Notice for 90 days after the Transferring Stockholder has again become subject to this Section 3(c4.2(a). (b) The Stockholders may transfer any of its rights to purchase the Subject Shares under Section 4.2(a) to any of its Affiliates; provided that prior to any subsequent Transfer. Each Other Stockholder’s “Pro Rata Share” such transfer, such Affiliate shall have agreed in writing to be based upon such Other Stockholder’s proportionate ownership bound by the provisions of all Common Stock owned or issued upon conversion of the Series C-2 Preferred and Series D Preferred and issuable upon conversion of the Series C-2 Preferred and Series D Preferred, in either case, owned by Other Stockholders other than the Transferring Stockholderthis Agreement.

First Offer Right. Subject to Section 3(e), at At least 30 40 days prior to making any Transfer of any ----------------- Stockholder SharesShares by any Stockholder other than the Liberty Investors (other than an Exempt Transfer), the transferring holder of Stockholder Shares making such Transfer (the “"Transferring ------------ Stockholder”") shall deliver a written notice (an “"Offer Notice”") to the Company, Company ----------- ------------ and to all holders of not less than 5% of the Series C-2 Investing Stockholders, the Series D Investing Stockholders and the Founder Stockholders but no other Stockholders aggregate Stockholder Shares (the Series C-2 Investing Stockholders, Series D Investing Stockholders and Founder Stockholders being the “Other Stockholders”such 5% holder is referred to herein as an "Eligible Stockholder"), which . The Offer Notice -------------------- shall specify disclose in reasonable detail the proposed class and number of Stockholder Shares to be transferredtransferred (the "Offered Shares"), the proposed terms and -------------- conditions of the Transfer and the identity of the transferee(s) prospective transferees (if known). First, the Company may elect to purchase all (but not less than all) of the Stockholder Offered Shares specified in the Offer Notice at the price and on the terms specified therein in the Offer Notice by delivering written notice of such election to the Transferring Stockholder and the Other other Eligible Stockholders as soon as practical but in any event within ten 15 days after the delivery of the Offer NoticeNotice by the Transferring Stockholder. If the Company has not elected to purchase all of the Stockholder Offered Shares specified in the Offer Notice within such ten-15 day period, each Other Eligible Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchase) may elect to purchase all (but not less than all) of such holder’s Pro Rata Share (as defined below) Eligible Stockholder's pro rata share of the Offered Shares (based on such holder's proportionate ownership of all shares of such class of Stockholder Shares specified in owned by all Eligible Stockholders other than the Offer Notice Transferring Stockholder) at the price and on the terms specified therein in the Offer Notice by delivering written notice of such election to the Transferring Stockholder and the other Eligible Stockholders as soon as practical but in no any event within 20 30 days after delivery of the Offer NoticeNotice by the Transferring Stockholder. Any Stockholder If the Eligible Stockholders have in the aggregate elected to purchase less than all of the Offered Shares, the Offered Shares which the Eligible Stockholders have not elected to be purchased by purchase (the end of such 20-day period "Remaining Offered ----------------- Shares") shall be reoffered for the ten-day period prior to the expiration Eligible Stockholders who have elected to ------ purchase Offered Shares for an additional 5 day period, and each Eligible Stockholder may elect to purchase all (but not less than all) of the Election Period such Eligible Stockholder's pro rata share of all Remaining Offered Shares (based on such holder's proportionate ownership of all shares of such class of Stockholder Shares owned by the Transferring Stockholder on a pro rata basis to the Other Eligible Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Remaining Offered Shares). If the Company or any Other Eligible Stockholders have elected to purchase Stockholder all of the Offered Shares from (including all of the Transferring StockholderRemaining Offered Shares (if any)), the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) notice to the Transferring Stockholder, but in any event within 20 30 days after the expiration of the Election Periodlast applicable election period. If prior to the expiration of the Election Period neither the Company has not nor the Eligible Stockholders have elected to purchase all of the Stockholder Offered Shares being offered and the Other Stockholders have not elected to purchase their respective Pro Rata Shares (including all of the Stockholder Shares being offeredRemaining Shares), then the Transferring Stockholder may, within 90 days after the expiration of the Election Period and last applicable election period, subject to the provisions of subsection (dSection 3(c) below, transfer the Stockholder Shares not purchased by the Company or any Other Stockholders to one or more third parties at a price no not less than the price per share specified in the Offer Notice and on other terms no more favorable in any material respect to the transferees thereof than offered to the Company and the Other Stockholders specified in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Other Eligible Stockholders under this Section 3(c3(b) prior to any subsequent Transfer. Each Other Stockholder’s “Pro Rata Share” The Company shall be based upon such Other Stockholder’s proportionate ownership maintain at all times during the term of this Agreement a list of all Common Stock owned or issued Eligible Stockholders and shall furnish such list to any Stockholder promptly upon conversion of the Series C-2 Preferred and Series D Preferred and issuable upon conversion of the Series C-2 Preferred and Series D Preferred, in either case, owned by Other Stockholders other than the Transferring Stockholderrequest.

First Offer Right. Subject to Section 3(e), at At least 30 20 days prior to making any Transfer of any Stockholder Shares, other than a Transfer of Shares held by the holder of Investor Group, the Stockholder Shares making intending to make such Transfer transfer (the “Transferring Stockholder”"TRANSFERRING STOCKHOLDER") shall deliver a written notice (an “Offer Notice”the "OFFER NOTICE") to the Company, the Series C-2 Investing Stockholders, the Series D Investing Stockholders and the Founder Stockholders but no other Stockholders (the Series C-2 Investing Stockholders, Series D Investing Stockholders and Founder Stockholders being the “Other Stockholders”"OTHER STOCKHOLDERS"), which . The Offer Notice shall specify disclose in reasonable detail the proposed number of Stockholder Shares to be transferred, the identity of the proposed transferee, and the proposed terms and conditions of the Transfer and the identity shall be accompanied by a bona fide offer to purchase such Shares on such terms and conditions from an Independent Third Party or other Person not an Affiliate of the transferee(s) (if known)Transferring Stockholder. First, the Company Each Other Stockholder may elect to purchase all (but not less than all) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares specified in the Offer Notice within such ten-day periodits, each Other Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchase) may elect to purchase all of such holder’s his or her Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in no any event within 20 10 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-10 day period shall be reoffered for the ten-10 day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder SharesShare. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholdernotices, but in any event within 20 10 days after the expiration of the Election Period. If prior to To the expiration of the Election Period the Company has not elected to purchase all of the Stockholder Shares being offered and extent that the Other Stockholders have not elected to purchase their respective Pro Rata Shares all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 30 days after the expiration of the Election Period and subject Period, transfer such Shares to the provisions of subsection (d) below, transfer proposed transferee named in the Stockholder Shares not purchased by the Company or any Other Stockholders to one or more third parties at a price no less than Offer Notice for the price per share Share specified in the Offer Notice and on the other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders conditions stated in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period The purchase price specified in any Offer Notice shall be reoffered to payable solely in cash at the Company and closing of the Other Stockholders under this Section 3(c) prior to any subsequent Transfertransaction. Each Other Stockholder’s “Pro Rata Share” 's "PRO RATA SHARE" shall be based upon such Other Stockholder’s 's proportionate ownership of all Common Stock owned or issued upon conversion of the Series C-2 Preferred and Series D Preferred and issuable upon conversion of the Series C-2 Preferred and Series D Preferred, in either case, owned by Other Stockholders other than the Transferring StockholderShares on a fully-diluted basis.

First Offer Right. Subject to Section 3(e), at (i) At least 30 days prior to making any Transfer of any Stockholder SharesShares (other than a Permitted Transfer), the holder of transferring Stockholder Shares making such Transfer (the “"Transferring Stockholder”") shall deliver a written notice (an “"Offer Notice”") to the Company, the Series C-2 Investing Stockholders, the Series D Investing Stockholders Company and the Founder Stockholders but no other Stockholders (the Series C-2 Investing Stockholders, Series D Investing Stockholders and Founder Stockholders being the “"Other Stockholders”"), which . The Offer Notice shall specify disclose in reasonable detail the proposed number of Stockholder Shares to be transferredtransferred (the "Offered Shares"), the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). . (ii) First, the Company may elect to purchase all (but not less than all) of the Stockholder Offered Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholders as soon as practical practicable but in any event within ten 10 days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Offered Shares specified in the Offer Notice within such ten-day period, each Other Stockholder (together with the Company if it will so notify all Stockholders in writing, and the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchase) may each elect to purchase all of such holder’s their respective Pro Rata Share (as defined below) of the Stockholder Offered Shares specified in the Offer Notice at the price and on the terms specified therein in the Offer Notice by delivering written notice of such election to the Company and the Transferring Stockholder as soon as practical practicable but in no any event within 20 10 days after delivery of the Offer NoticeCompany's notice. Any Stockholder Shares not elected Each of the Other Stockholders may elect to purchase more than his or its Pro Rata Share of the Offered Shares, provided that if the offer is oversubscribed, the number of shares to be purchased by the end each of such 20-day period Other Stockholders who has elected to purchase more than his or its Pro Rata Share shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder reduced on a pro rata basis to the Other Stockholders who have elected to purchase their an amount not less than his or its Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, of the Company shall have the right to purchase such remaining Stockholder Offered Shares. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring Each Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 20 days after the expiration of the Election Period. If prior to the expiration of the Election Period the Company has not elected to purchase all of the Stockholder Shares being offered and the Other Stockholders have not elected to purchase their respective Pro Rata Shares of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subsection (d) below, transfer the Stockholder Shares not purchased by the Company or any Other Stockholders to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Other Stockholders under this Section 3(c) prior to any subsequent Transfer. Each Other Stockholder’s “'s "Pro Rata Share” shall be based upon such Other Stockholder’s proportionate ownership " means a fraction, the numerator of all which is the number of Common Stock owned or issued upon conversion of the Series C-2 Preferred and Series D Preferred and issuable upon conversion of the Series C-2 Preferred and Series D Preferred, in either case, Equivalent Shares owned by Other such Stockholder and the denominator of which is the total number of Common Stock Equivalent Shares owned by all Stockholders participating in the round with respect to which the determination is being made. "Common Stock Equivalent Shares" means all Underlying Common Stock then in existence and any other than the Transferring StockholderCommon Stock then outstanding.

First Offer Right. Subject (i) If a Minority Stockholder desires to sell any of such Minority Stockholder's Stockholder Shares (other than to a Permitted Transferee in accordance with Section 3(e6(d), at least 30 days prior pursuant to making any Transfer of any a Public Sale or as otherwise permitted or required in accordance with the terms hereof), then such Minority Stockholder Shares, the holder of Stockholder Shares making such Transfer (the “Transferring Stockholder”"SELLING STOCKHOLDER") shall deliver give a written notice (an “Offer the "SELLER's Notice”") to the Company, the Series C-2 Investing Stockholders, the Series D Investing Stockholders Company and the Founder Stockholders but no each other Stockholders Stockholder (the Series C-2 Investing Stockholders, Series D Investing Stockholders "NON-SELLING STOCKHOLDERS") identifying the number and Founder Stockholders being the “Other Stockholders”), which shall specify in reasonable detail the proposed number class(es) of Stockholder Shares to be transferredsold (the "OFFERED SHARES"), the proposed method of sale, and the price and other material terms and conditions of such proposed sale. The Company may elect to assign its right to purchase the Transfer and Offered Shares to the identity Non-Selling Stockholders on a pro rata basis (based on the number of Stockholder Shares held by the Non-Selling Stockholders) within ten days following receipt of the transferee(s) Seller's Notice from the Selling Stockholder (if knownthe "COMPANY ASSIGNMENT"). FirstWithin 30 days following receipt of the Seller's Notice from the Selling Stockholder, the Company (or, in the event the Company Assignment is made, the Non-Selling Stockholders), shall have the right to elect to purchase all (but not less than all) of the Offered Shares on substantially the same terms and subject to substantially the same conditions as those specified in the Seller's Notice, exercisable by delivery to the Selling Stockholder of a written notice electing to purchase the Offered Shares. In the event the Company Assignment is made and any Non-Selling Stockholder fails to elect to participate in the Selling Shareholder's sale of Offered Shares pursuant to this Section 6(a)(i), (A) at the end of such 30-day period the Selling Stockholder shall give notice of such failure to the Non-Selling Stockholders who did so elect (the "PURCHASING STOCKHOLDERS") and (B) the Purchasing Stockholders each shall have ten days from the date such notice was given to agree to purchase such Non-Selling Stockholder's pro rata share of the unsubscribed portion of Offered Shares. (ii) If the Company (or, in the event the Company Assignment is made, the Purchasing Stockholders) elects to purchase all of the Offered Shares, a closing shall be held on such date, occurring within 60 days after the date on which the Company (or, in the event the Company Assignment is made, the date on which the final Purchasing Stockholder) delivered notice of purchase election to the Selling Stockholder pursuant to Section 6(b)(i) (subject to extension to permit any applicable governmental reviews or to obtain any necessary governmental approvals or to comply with applicable waiting periods), as is designated by the Company (or, in the event the Company Assignment is made, the Purchasing Stockholders) upon ten days' prior written notice, which notice may be given contemporaneously with or subsequent to the date on which such election has been made, or if such a date is not so designated, on such sixtieth day (or the next succeeding business day, if such sixtieth day is not a business day). The Selling Stockholder shall, not later than the date set for such closing, deliver to the Company (or, in the event the Company Assignment is made, the Purchasing Stockholders), and the Company (or, in the event the Company Assignment is made, the Purchasing Stockholders) shall accept, certificates for such Offered Shares (which Offered Shares shall be free and clear of any Lien of any kind other than those Liens created by the Company (or, in the event the Company Assignment is made, the Purchasing Stockholders)), properly endorsed for transfer, or accompanied by properly executed instruments of transfer, together with appropriate documentation of the corporate action necessary to effect the transfer, including, without limitation, any requisite transfer tax stamps or other evidence of payment of any applicable transfer taxes or similar fees. (iii) In the event that the Company (or, in the event the Company Assignment is made, the Non-Selling Stockholders) does not elect to purchase all of the Offered Shares in accordance with Section 6(b)(i), the Selling Stockholder shall be free to sell the Offered Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Notice. If Person other than the Company has not elected to purchase all of (the Stockholder Shares specified in the Offer Notice within such ten"THIRD-day period, each Other Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchasePARTY PURCHASER") may elect to purchase all of such holder’s Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in no event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares. If the Company or any Other Stockholders have elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 20 days after the expiration of the Election Period. If prior to the expiration of the Election Period the Company has not elected to purchase all of the Stockholder Shares being offered and the Other Stockholders have not elected to purchase their respective Pro Rata Shares of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subsection (d) below, transfer the Stockholder Shares not purchased by the Company or any Other Stockholders to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other upon terms and conditions no more favorable than the price, terms and conditions set forth in the Seller's Notice. Such sale shall be consummated within 60 days after the date on which the Company (or, in the event the Company Assignment is made, the last of the Non-Selling Stockholders) declined to exercise the option to purchase the Offered Shares in accordance with Section 6(a)(i); PROVIDED, HOWEVER, that if the sale to the transferees thereof than offered Third-party Purchaser is not consummated within such 60-day period, the Selling Stockholder shall be required to offer such Offered Shares to the Company and the Other Non-Selling Stockholders again in accordance with this Section 6(b) and Section 6(c) before any disposition may occur. Notwithstanding the Offer Notice. Any Stockholder Shares not transferred within such 90foregoing, no sale to a Third-day period party Purchaser shall be reoffered effected earlier than the 30th day following the delivery of a notice (the "THIRD-PARTY PURCHASE NOTICE") by the Selling Stockholder to the Company and the Other Non-Selling Stockholders under this Section 3(c) prior to any subsequent Transfer. Each Other Stockholder’s “Pro Rata Share” shall be based upon such Other Stockholder’s proportionate ownership of all Common Stock owned or issued upon conversion setting forth the specific price, terms and conditions of the Series C-2 Preferred and Series D Preferred and issuable upon conversion of sale to be consummated with the Series C-2 Preferred and Series D Preferred, in either case, owned by Other Stockholders other than the Transferring StockholderThird-party Purchaser.

First Offer Right. Subject i. Promptly after the Placement Agent is engaged, IWCH will send to Section 3(e)the PWH Noteholders written notice of such engagement. Whether or not IWCH delivers such notice, at least 30 days any time after an Exchange Notice is given and prior to making the 30th day after such PWH Noteholder receives the notice from IWCH described in the preceding sentence, any Transfer PWH Noteholder may offer to purchase all or a portion of any Stockholder Shares, the holder shares of Stockholder Shares making such Transfer (Series H Stock to be issued upon the “Transferring Stockholder”) shall deliver a exchange of the PWH Notes by delivering to IWCH written notice (an “a "FIRST OFFER NOTICE"). Each First Offer Notice”Notice will state the price (or the maximum price) to the Company, the per share of Series C-2 Investing Stockholders, the H Stock which such PWH Noteholder would pay for such Series D Investing Stockholders H Stock and the Founder Stockholders but aggregate purchase price or the percentage of such shares (or the maximum aggregate purchase price or maximum percentage of such shares) which such PWH Noteholder would be willing to pay or purchase. ii. If IWCH receives any First Offer Notice from any PWH Noteholder, then no other Stockholders Post-Exchange Sale as to which the PWH Note Exchange Price is equal to or less than the price (or the Series C-2 Investing Stockholders, Series D Investing Stockholders maximum price) per share set forth in such First Offer Notice will be consummated (and Founder Stockholders being no offer to consummate such a Post-Exchange Sale will be accepted) unless IWCH gives such PWH Noteholder written notice of the “Other Stockholders”), which shall specify in reasonable detail the proposed number of Stockholder Shares to be transferred, the proposed terms and conditions of such Post-Exchange Sale not fewer than ten Business Days prior to such consummation or acceptance and such PWH Noteholder is permitted to purchase in such Post-Exchange Sale, at the Transfer same price and upon the identity same other terms and conditions as all other Series H Purchasers, such quantity of such shares of the transferee(s) Series H Stock as such PWH Noteholder desires to purchase (if knownup to the quantity or maximum quantity of such shares, by price or percentage, specified in such First Offer Notice). First, Any PWH Noteholder described in the Company preceding sentence may elect to purchase all shares of Series H Stock by giving IWCH written notice (a "PURCHASE NOTICE") during the Stockholder Shares specified ten Business Days after it receives the notice from IWCH described in the Offer preceding sentence, and any PWH Noteholder who so elects will be a Series H Purchaser. Each Purchase Notice at will set forth the price and on the terms specified therein by delivering written notice quantity of shares that such election PWH Noteholder desires to the Transferring Stockholder and the Other Stockholders as soon as practical but in any event within ten days after the delivery of the Offer Noticepurchase. iii. If the Company more than one PWH Noteholder has not elected to purchase all of the Stockholder Shares specified in the Offer Notice within such ten-day period, each Other Stockholder (together with the Company if the Other Stockholders electing to purchase Stockholder Shares consent to the Company’s participation in such purchase) may elect to purchase all of such holder’s Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in no event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to the Other Stockholders who have elected to purchase their Pro Rata Share and, if there are any such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares. If shares of Series H Stock by reason of clause (ii) above and the Company or any Other Stockholders have elected PWH Noteholders who deliver Purchase Notices elect in the aggregate to purchase Stockholder Shares from more than the Transferring Stockholdernumber of shares of Series H Stock to be issued upon the conversion of the PWH Notes, then the transfer shares to be purchased will be allocated among them pro rata, according to the respective quantities of such shares shall be consummated as soon as practical which they indicated in their Purchase Notices. iv. If any former PWH Noteholder which exchanged Tranche B PWH Notes in the exchange of the PWH Notes purchases Voting Series H Stock in the Post-Exchange Sale, then at such purchaser's request, immediately after the delivery Post-Exchange Sale, IWCH will exchange such Voting Series H Stock for validly-issued, fully-paid and nonassessable shares of the election notice(s) to the Transferring StockholderNon-Voting Series H Stock, but in any event within 20 days after the expiration of the Election Period. If prior to the expiration of the Election Period the Company has not elected to purchase all of the Stockholder Shares being offered and the Other Stockholders have not elected to purchase their respective Pro Rata Shares of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject to the provisions of subsection (d) below, transfer the Stockholder Shares not purchased by the Company or any Other Stockholders to one or more third parties at on a price no less than the price per share-for-share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the Other Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Company and the Other Stockholders under this Section 3(c) prior to any subsequent Transfer. Each Other Stockholder’s “Pro Rata Share” shall be based upon such Other Stockholder’s proportionate ownership of all Common Stock owned or issued upon conversion of the Series C-2 Preferred and Series D Preferred and issuable upon conversion of the Series C-2 Preferred and Series D Preferred, in either case, owned by Other Stockholders other than the Transferring Stockholderbasis.