Common use of First Refusal Right Clause in Contracts

First Refusal Right. At least 30 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the Company or a Public Offering), the transferring Stockholder (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion 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 any event within 20 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Shares specified in the Offer Notice, the sale of such Stockholder 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 45 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, 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 Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder.

First Refusal Right. At least 30 days prior If any Holder desires to making Transfer any Transfer of any Stockholder Shares (Executive Securities other than in an Exempt Transaction or a transaction pursuant to a Sale of the Company or a Public OfferingSection 6(c), the transferring Stockholder such Holder (the “"Transferring Stockholder”Holder") shall deliver a written notice (an “the "Offer Notice”") to the Company and to the holders of the Series B Preferred Stock (the “Offerees”)CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed typetransferee(s) (including, class or serieswithout limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and number type of Stockholder Shares Executive Securities to be transferred, transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the identity, background Board or CHS and ownership (if applicable) shall include a true and correct copy of the prospective transferee(s), and written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall constitute an irrevocable binding offer to sell create the Stockholder Shares to following two (2) options: (i) First, the Offerees on such terms and conditions. Each Offeree Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Stockholder Shares Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder Holder as soon as practical, but in any event within 20 thirty (30) days after following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees Company and/or CHS have elected to purchase all or any Stockholder Shares specified in of the Offer NoticeExecutive Securities offered by the Transferring Holder, the sale Transfer of such Stockholder Shares Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholdernotices, but in any event within 45 thirty (30) days after following the expiration of the Election Period. Subject to Section 5 hereof, subject the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by delivery of a cashier's check or wire transfer of immediately available funds. The purchasers of Executive Securities offered in the Offer Notice hereunder shall be entitled to any required regulatory approvals. To receive customary representations and warranties as to ownership, title, authority to sell and the extent that like from the Offerees have not elected Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase all 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified Executive Securities offered in the Offer Notice, 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 Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder.

First Refusal Right. At least 30 days prior If, at any time during the term of this Lease, Landlord receives and wishes to making any Transfer of any Stockholder Shares (accept a bona fide, written offer from a person or entity other than pursuant to a Sale of the Company or a Public Offering), the transferring Stockholder Tenant (the “Transferring Stockholder”) shall deliver a written notice (an “Offer NoticeOfferor”) to purchase the Company and to the holders Site or either or both of the Series B Preferred Stock First Refusal Buildings, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase such building or specified portion thereof (the “OffereesOffered Property”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares shall offer to be transferredTenant the opportunity to purchase the Offered Property on the terms specified in Landlord’s notice, the proposed terms and conditions of the Transfer and the identity, background and ownership as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the prospective transferee(sOffered Property shall be sold to Tenant on the terms set forth in Landlord’s notice, as modified by Section 7.3 hereof (if applicable), and the Offer Notice parties shall constitute promptly execute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder Shares specified in the Offer Notice at the price and on agreement containing the terms specified therein by delivering written of Landlord’s said notice of such election to the Transferring Stockholder as soon as practical, but in any event within 20 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on and such other basis reasonable and customary terms as such Offerees the parties shall agree. If any one or more Offerees Tenant does not accept Landlord’s offer within the allotted time, Landlord shall thereafter have elected the right to purchase any Stockholder Shares specified in sell the Offer Notice, the sale of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) Offered Property to the Transferring StockholderOfferor, but in at any event time within 45 one hundred eighty (180) days after the expiration of the Election Period, subject Tenant’s failure to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Noticeaccept Landlord’s offer, at a price no less than the price per share specified in the Offer Notice and on other terms no and conditions not more favorable to the transferees thereof Offeror than offered the price and other terms of the original offer specified in Landlord’s said notice. If Tenant does not accept Landlord’s offer and Landlord does not sell the Offered Property to the Offerees in the Offer Notice. Any Stockholder Shares not transferred Offeror within such 90-day period one hundred eighty (180) days, this First Refusal Right shall be reoffered reattach to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring StockholderOffered Property.

First Refusal Right. At least 30 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the The Company or a Public Offering), the transferring Stockholder (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder Transfer Shares specified in the Offer Notice at the price and on the terms specified therein in the Sale Notice by delivering written notice of such election to the Transferring Stockholder and the holders of Investor Shares as soon as practical but in any event within ten days after the delivery of the Sale Notice. If the Company has not elected to purchase all of such Transfer Shares within such ten-day period, then unless the Majority WS Holders direct otherwise by written notice to the Company, the holders of Investor Shares may elect to purchase all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares"), at the price and on the terms and conditions specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical, practical but in any event within 20 days after delivery of the Offer Sale Notice. If more than one Offeree has elected holder of Investor Shares elects to purchase the Stockholder Available Shares, the Available Shares specified in the Offer Notice, will be allocated among such electing holders pro rata according to the number of Stockholder Shares subject to each on a Fully Diluted Basis owned by such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agreeelecting holders. If any one the Company or more Offerees the holders of Investor Shares have elected to purchase any Stockholder Transfer Shares specified in the Offer Noticepursuant to this Section 2B, the sale of such Stockholder Shares Transfer(s) shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 45 15 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees Company and the holders of Investor Shares have not elected to purchase purchase, collectively, all of the Stockholder Shares being offeredTransfer Shares, the Transferring Stockholder may, within 90 days after during the 90-day period following the expiration of the Election Period (but not at any time thereafter) and subject to the provisions of Section 4(c) 2C below, transfer such Stockholder pursuant to this Section 2B all of the Transfer Shares specified in the Sale Notice to the Person or group of Persons transferee(s) identified in the Offer Notice, at a price Sale Notice for (i) an amount of cash no less than the price per share specified in the Offer Sale Notice and on (ii) other terms no more favorable to the transferees transferee(s) thereof than offered to the Offerees specified in the Offer Sale Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder.

First Refusal Right. At least 30 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the The Company or a Public Offering), the transferring Stockholder (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder Transfer Shares specified in the Offer Notice at the price and on the terms specified therein in the Sale Notice by delivering written notice of such election to the Transferring Stockholder and the holders of Investor Shares as soon as practical but in any event within ten (10) days after the delivery of the Sale Notice. If the Company has not elected to purchase all of such Transfer Shares within such 10-day period, then unless the holders of a majority of the WS Shares direct otherwise by written notice to the Company, the holders of Investor Shares may elect to purchase all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares"), at the price and on the terms and conditions specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical, practical but in any event within 20 twenty (20) days after delivery of the Offer Sale Notice. If more than one Offeree has elected holder of Investor Shares elects to purchase the Stockholder Available Shares, the Available Shares specified in the Offer Notice, will be allocated among such electing holders pro rata according to the number of Stockholder Shares subject to each on a Fully Diluted Basis owned by such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agreeelecting holders. If any one the Company or more Offerees the holders of Investor Shares have elected to purchase any Stockholder Transfer Shares specified in the Offer Noticepursuant to this Section 2B, the sale of such Stockholder Shares Transfer(s) shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 45 fifteen (15) days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees Company and the holders of Investor Shares have not elected to purchase purchase, collectively, all of the Stockholder Shares being offeredTransfer Shares, the Transferring Stockholder may, within 90 days after during the 90-day period following the expiration of the Election Period (but not at any time thereafter) and subject to the provisions of Section 4(c) 2C below, transfer such Stockholder pursuant to this Section 2B all of the Transfer Shares specified in the Sale Notice to the Person or group of Persons transferee(s) identified in the Offer Notice, at a price Sale Notice for (i) an amount of cash no less than the price per share specified in the Offer Sale Notice and on (ii) other terms no more favorable to the transferees transferee(s) thereof than offered specified in the Sale Notice. Notwithstanding anything herein to the Offerees contrary, as used in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior 2B, the term "Transfer Shares" shall in no event include Investor Transfer Shares unless such Transfer Shares are being transferred by an Investor to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no other Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders (other than the Transferring Stockholderan Investor).

First Refusal Right. At least 30 days prior If any Securityholder (the “Transferor”) desires to making Transfer any Transfer of any Stockholder Shares (Securities, other than pursuant to a Sale of the Company or a Public Offering)an Exempt Transfer, the transferring Stockholder (the “Transferring Stockholder”) such Transferor shall deliver a written notice (an the “Offer Notice”) to the Company Fund and to the holders of the Series B Preferred Stock each Co-Investor (each a “Purchaser” and, together, the “OffereesPurchasers”), and the Company. The Offer Notice shall disclose in reasonable detail the identity of the proposed type, class transferee(s) (including all parties holding interests (directly or series, and number indirectly) in such proposed transferee of Stockholder Shares to be transferredwhich they are aware), the proposed terms number, amount and conditions type of the Transfer and the identity, background and ownership (if applicable) of the prospective transferee(s)Securities to be Transferred, and the material proposed terms with respect to price (and confirmation that such price is to be paid all in cash) and shall include a complete and accurate copy of the written offer or proposal to purchase Securities received by the Transferor. (a) If the Board, in writing, approves such Transfer in accordance with the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree Notice: (i) The Company, first, may elect to purchase all or any portion of the Stockholder Shares Securities specified in the Offer Notice (the “Offered Securities”) at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder Transferor as soon as practical, but in any event within 20 ninety (90) days after following the delivery of the Offer Notice (the “Company Offer Period”); and (ii) If the Company has not elected to purchase all of the Offered Securities within the Company Offer Period, then the Purchasers may elect to purchase all (but not less that all) of the Offered Securities not elected to be purchased by the Company on a pro rata basis (based on the number of Shares owned by such Purchaser, divided by the aggregate number of Shares owned by all Purchaser) at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferor as soon as practical, but in any event within one hundred twenty (120) days following the delivery of the Offer Notice. If more In the event that any of the Co-Investors elect to purchase less than one Offeree has elected its pro rata share of the Offered Securities, then the Fund shall be entitled to purchase the Stockholder Shares specified in remainder of such Offered Securities, until all such Offered Securities have been elected to be purchased. (b) If the Offer Notice, Company or the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees Purchasers have elected to purchase any Stockholder Shares specified in all (but not less than all) of the Offer NoticeOffered Securities, the sale Transfer of such Stockholder Shares the Offered Securities to the Company or the Purchasers, as the case may be, shall be consummated as soon as practical after following the delivery of the election notice(s) to the Transferring Stockholdernotices, but in any event within 45 one hundred eighty (180) days after following the delivery of the Offer Notice by the Transferor (the “Election Period”). The Company or the Purchasers shall pay for the Offered Securities by delivery of a cashier’s check or wire transfer of immediately available funds (or by offset against any amounts owed by the Transferor to the Company Group or the Purchasers). The purchasers of any Offered Securities pursuant to this Article III shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like from the Transferor regarding such sale and to receive such other evidence, including applicable inheritance and estate tax waivers, as may be reasonably necessary (in the purchaser’s judgment) to effect the purchase of the Offered Securities. (c) If the Company and/or the Purchasers (i) have not collectively elected to purchase all of the Offered Securities or (ii) have failed to consummate such purchase within the Election Period (other than as a result of a breach of the provisions of this Agreement by the Transferor), the options set forth in Section 3.2(a) above shall be deemed not to have been exercised and such Transferor may, within sixty (60) days following the earlier of (x) the expiration of the Election Period, subject to any required regulatory approvals. To and (y) the extent that the Offerees have not elected lapse or waiver of all options to purchase the Offered Securities set forth in Section 3.2(a), Transfer all or any portion of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the Election Period and subject Offered Securities to the provisions of Section 4(c) below, transfer such Stockholder Shares to the Person party or group of Persons identified parties named in the Offer Notice, Notice at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable in the aggregate to the transferees thereof than those offered to the Offerees Company and the Purchasers in the Offer Notice. Any Stockholder Shares Offered Securities not transferred Transferred within such 90sixty (60) day-day period shall be reoffered subject to the Offerees under provisions of this Section 4(b) prior Article III with respect to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder.

First Refusal Right. At (i) Subject to Sections 5(c) and 6, to the extent the WCAS Majority Holders consent to such Transfer, at least 30 days prior to making any Transfer of any Stockholder Shares (other than an Exempt Transfer or a Transfer pursuant to a Sale of the Company Company) by a Management Stockholder or a Public Offering)Co-Investor, the transferring Management Stockholder or Co-Investor (the “Transferring Stockholder”) shall deliver a written notice (an a “Offer First Refusal Notice”) to the Company and holders of WCAS Shares and, in the case of a proposed Transfer by a Management Stockholder, to the Co-Investors. With respect to any such notice, (i) in the case of any proposed Transfer by a Co-Investor, the holders of the Series B Preferred Stock (WCAS Shares are collectively referred to as the “Offerees”). ,” and (ii) in the case of any proposed Transfer by a Management Stockholder, the holders of WCAS Shares and the Co-Investors are collectively referred to as the “Offerees.” The Offer First Refusal Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferredtransferred (such shares being herein referred to as the “Subject Shares”), the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) identity of the prospective proposed transferee(s), and the Offer . The Transferring Stockholder will not deliver a First Refusal Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms unless and conditions. Each Offeree may elect to purchase all or any portion of until it has received a bon fide offer from 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 any event within 20 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Shares specified in the Offer Notice, the sale of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(snamed proposed transferee(s) to effect the Transferring Stockholder, but Transfer in any event within 45 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, 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 Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transferquestion. The purchase price specified in any Offer First Refusal Notice shall be payable solely in cash at the closing of the transaction or in installments over time. (ii) After receipt of a First Refusal Notice, each Offeree may elect to purchase all or a portion of the Subject Shares specified in the First Refusal Notice at the price and no on the terms specified therein, by delivering written notice of such election (the “Election Notice”) to the Transferring Stockholder within 20 days (the “Election Period”) after delivery of the First Refusal Notice (each such electing Offeree being referred to herein as an “Electing Offeree”). Such Election Notice shall constitute a firm offer to purchase the Subject Shares and shall remain open for a minimum of 90 days following the expiration of the Election Period. Each Offeree shall be entitled to purchase a number of Subject Shares equal to the product of (i) the quotient determined by dividing (A) the number of Stockholder Shares owned by such Offeree by (B) the aggregate number of Stockholder Shares owned by all Offerees (excluding for this purpose any Stockholder Shares of any Offeree underlying options or convertible securities that have not been exercised or converted), multiplied by (ii) the aggregate number of Subject Shares. In addition, each Electing Offeree that designated in its Election Notice that it desires to acquire Subject Shares that other Offerees declined to purchase shall be entitled to purchase an additional number of Subject Shares equal to the product of (i) the quotient determined by dividing (A) the number of Stockholder Shares owned by such Electing Offeree by (B) the aggregate number of Stockholder Shares owned by all Electing Offerees (excluding for this purpose any Stockholder Shares of any Electing Offeree underlying options or convertible securities that have not been exercised or converted), multiplied by (ii) the aggregate number of Subject Shares that other Offerees declined to purchase. Thereafter, any unallocated Subject Shares specified in the First Refusal Notice will be further allocated in a similar manner as may be subject necessary until all of the Subject Shares have been allocated; provided, that in any event, no Electing Offeree will be allocated more than the maximum number of Subject Shares that such Electing Offeree specified in its Election Notice. (iii) If the Offerees, in the aggregate, have elected to a pledge. Each Stockholder’s “Pro Rata Share” purchase from the Transferring Stockholder all but not less than all of the Subject Shares, then the Transfer of such shares to the Offerees shall be based upon such Stockholder’s proportionate ownership consummated as soon as practical after the delivery of all shares of Series B Preferred Stock owned by Stockholders other than the Election Notice(s) to the Transferring Stockholder, but in any event within ten (10) days after the expiration of the Election Period. If the Electing Offerees have not elected to purchase all of the Subject Shares being offered, then the Transferring Stockholder may, within 90 days after the expiration of the Election Period, Transfer all of the Subject Shares to the proposed transferee(s) named in the First Refusal Notice at the price specified in the First Refusal Notice and on terms no more favorable to the proposed transferee(s) than those specified in the First Refusal Notice. If such Subject Shares are not so transferred within such 90-day period, than they shall be reoffered to the Offerees under this Section 5(a) prior to any subsequent Transfer (other than an Exempt Transfer or a Transfer pursuant to a Sale of the Company).

First Refusal Right. At least 30 days prior If, at any time during the term of this Lease, ------------------- Landlord receives and wishes to making any Transfer of any Stockholder Shares (accept a bona fide written offer from a person --------- or entity other than pursuant Tenant (the "Offeror") to a Sale purchase the Site or either or both of the Company First Refusal Buildings, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase such building or a Public Offeringspecified portion thereof (the "Offered Property"), and shall offer to Tenant the transferring Stockholder (opportunity to purchase the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to Offered Property on the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose terms specified in reasonable detail the proposed typeLandlord's notice, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is --------- contained in a letter of intent or other writing signed by the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the prospective transferee(sOffered Property shall be sold to Tenant on the terms set forth in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the Offer Notice parties shall constitute promptly execute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder Shares specified in the Offer Notice at the price and on agreement containing the terms specified therein by delivering written of Landlord's said notice of such election to the Transferring Stockholder as soon as practical, but in any event within 20 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on and such other basis reasonable and customary terms as such Offerees the parties shall agree. If any one or more Offerees Tenant does not accept Landlord's offer within the allotted time, Landlord shall thereafter have elected the right to purchase any Stockholder Shares specified in sell the Offer Notice, the sale of such Stockholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) Offered Property to the Transferring StockholderOfferor, but in at any event time within 45 one hundred eighty (180) days after the expiration of the Election Period, subject Tenant's failure to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Noticeaccept Landlord's offer, at a price no less than the price per share specified in the Offer Notice and on other terms no and conditions not more favorable to the transferees thereof Offeror than offered the price and other terms of the original offer specified in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not sell the Offered Property to the Offerees in the Offer Notice. Any Stockholder Shares not transferred Offeror within such 90-day period one hundred eighty (180) days, this First Refusal Right shall be reoffered reattach to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring StockholderOffered Property.

First Refusal Right. At least 30 days prior If any Holder desires to making Transfer any Transfer of any Stockholder Shares (Executive Securities other than in an Exempt Transaction or a transaction pursuant to a Sale of the Company or a Public OfferingSection 6(c), the transferring Stockholder such Holder (the “Transferring Stockholder”"TRANSFERRING HOLDER") shall deliver a written notice (an “Offer Notice”the "OFFER NOTICE") to the Company and to the holders of the Series B Preferred Stock (the “Offerees”)CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed typetransferee(s) (including, class or serieswithout limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and number type of Stockholder Shares Executive Securities to be transferred, transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the identity, background Board or CHS and ownership (if applicable) shall include a true and correct copy of the prospective transferee(s), and written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall constitute an irrevocable binding offer to sell create the Stockholder Shares to following two (2) options: (i) First, the Offerees on such terms and conditions. Each Offeree Board, acting in good faith, may elect (in its sole discretion) to cause the Company to purchase all or any portion of the Stockholder Shares Executive Securities specified in the Offer Notice at the price and on the terms specified therein (provided, however, that any promissory note given by the Company pursuant to the terms of this Section 6 shall be subordinated to indebtedness owed to financial institutions on terms reasonably acceptable to such financial institutions and that the Company shall be entitled set off against the purchase price any and all obligations due and owing the Company or any of its Affiliates from the Executive) by delivering written notice of such election to the Transferring Stockholder Holder as soon as practical, but in any event within 20 thirty (30) days after following the delivery of the Offer Notice (the "COMPANY OFFER PERIOD"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect (in its sole discretion) to purchase all (but not less than all) of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees Company and/or CHS have elected to purchase any Stockholder Shares specified in all (but not less than all) of the Offer NoticeExecutive Securities offered by the Transferring Holder, the sale Transfer of such Stockholder Shares Executive Securities to the Company and/or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholdernotices, but in any event within 45 thirty (30) days after following the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all The purchasers 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, at a price no less than the price per share specified Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and on warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale and to receive such other terms no more favorable evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the transferees thereof than purchase of the Executive Securities offered to the Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period Notwithstanding anything to the contrary herein contained, if the Company and CHS collectively have elected to purchase less than all of the Executive Securities offered by the Transferring Holder, then the Company and CHS shall be reoffered deemed to have elected not to purchase any of the Offerees under Executive Securities offered by the Transferring Holder pursuant to this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder6.

First Refusal Right. At (i) Subject to Section 2D, at least 30 thirty (30) days prior to making any Transfer of any Stockholder Shares by a Stockholder (other than (a) any Transfer of any Stockholder Shares by WS, (b) a Transfer by a Stockholder other than WS pursuant to the exercise of its rights under Section 2C below or (c) redemptions of Preferred Stock in accordance with the Company's Certificate of Incorporation) (a Sale of the Company or a Public Offering"Transferring Stockholder"), the transferring such Transferring Stockholder (the “Transferring Stockholder”) shall deliver a written notice (an “Offer the "Sale Notice”") to the Company and to the other holders of the Series B Preferred Stock (the “Offerees”)Stockholder Shares. The Offer Sale Notice shall disclose in reasonable detail the proposed type, number of each class or series, and number of Stockholder Shares to be transferredtransferred (the "Transfer Shares"), the proposed terms and conditions of the Transfer Transfer, including the proposed price per share for each class of Stockholder Shares to be transferred, and the identity, background and ownership (if applicable) identity of the prospective transferee(s). No such Transfer shall be consummated unless such prospective transferee(s) is reasonably acceptable to the Majority ▇▇ ▇▇▇▇▇▇, and the Offer Notice no such Transfer shall constitute an irrevocable binding offer to sell the Stockholder Shares be consummated prior to the Offerees earlier to occur of (a) the date on which the parties to the Transfer have been finally determined pursuant to this Section 2B and (b) the date of expiration of the 30-day period (the "Election Period") following the delivery to the Company and the other Stockholders of the Sale Notice applicable to such terms and conditions. Each Offeree Transfer. (ii) The Company may elect to purchase all or any portion of the Stockholder Transfer Shares specified in the Offer Notice at the same price and on the same terms specified therein in the Sale Notice by delivering written notice of such election to the Transferring Stockholder and the other holders of Stockholder Shares as soon as practical, practical but in any event within 20 ten (10) days after the delivery of the Sale Notice. If for any reason the Company does not elect within such ten-day period to purchase all or any portion of such Transfer Shares, then unless the Majority ▇▇ ▇▇▇▇▇▇ directs otherwise by written notice to the Company, the other holders of Stockholder Shares may elect to purchase, at the same price and on the same terms and conditions specified in the Sale Notice, all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the "Available Shares") by delivering written notice of such election to the Transferring Stockholder and the Company as soon as practical but in any event within twenty (20) days after delivery of the Offer Sale Notice. If more than one Offeree has elected the aggregate number of shares which other holders of Stockholder Shares so elect to purchase exceeds the Stockholder number of Available Shares, the Available Shares specified in the Offer Notice, will be allocated among such electing holders pro rata according to the number of Stockholder Shares subject to each on a Fully Diluted Basis owned by such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than electing holders. If the number Company or the other holders of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Transfer Shares specified in the Offer Noticepursuant to this Section 2B, the sale of such Stockholder Shares Transfer(s) shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 45 fifteen (15) days after the expiration of the Election Period. If the Company and the other holders of Stockholder Shares, subject to any required regulatory approvals. To the extent that the Offerees have collectively, do not elected elect to purchase all of the Stockholder Shares being offeredTransfer Shares, the Transferring Stockholder may, within 90 days after during the 90-day period following the expiration of the Election Period and subject (but not at any time thereafter), transfer pursuant to this Section 2B to the provisions of Section 4(ctransferee(s) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer NoticeSale Notice all, at but not less than all, of the Transfer Shares for a cash purchase price no less than the price per share specified in the Offer Sale Notice and on other terms no more favorable to the transferees transferee(s) thereof than offered to the Offerees specified in the Offer Sale Notice. Any Stockholder Transfer Shares not transferred within such 90-day period shall be reoffered subject to the Offerees under provisions of this Section 4(b) prior to in connection with any subsequent Transfer or proposed Transfer. The purchase price specified in any Offer Notice . (iii) For purposes of this Section 2B, Executive Stock or Common Stock issuable upon exercise of employee stock options which have not vested and become exercisable shall be payable solely in cash at the closing of the transaction or in installments over time, and no deemed not to be Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder.Shares

First Refusal Right. At least 30 days prior Except as provided in Section 7.1.3 hereof, if, at anytime a Member shall desire to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the Company or a Public Offering), the transferring Stockholder (the “Transferring Stockholder”) shall deliver a written notice (an “Offer Notice”) to the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of its Membership Interest or Economic Interest (or any part thereof or beneficial interest therein), including by NHP/PMB pursuant to the Stockholder Shares specified exercise of its rights under the Put Agreement (such offered interest being hereinafter referred to as the “ROFO Interest”), it shall first offer the ROFO Interest to the other Members in accordance with this Section 7.1.2 (the “Right of First Refusal”). In such event, the Transferring Member shall first deliver to the other Members a written notice (the “ROFO Offer Notice”) stating (a) the exact interest to be Transferred as the ROFO Interest, (b) the name of the proposed Assignee, (c) the purchase price, and (d) the terms for payment; provided, however, that if NHP/PMB shall exercise its rights under the Put Agreement, then the ROFO Offer Notice to be delivered to the other Members shall be a written notice of NHP/PMB’s exercise of its rights under the Put Agreement, together with the purchase price to be paid by PMB, LLC (or its assignee) thereunder. Within fifteen (15) days after receipt of the ROFO Offer Notice, any one (1) or more of the other Members may, at their option, exercisable in writing by an irrevocable notice, elect to purchase the ROFO Interest for the purchase price and on the terms specified therein by delivering written set forth in the ROFO Offer Notice, which purchase shall be consummated within forty-five (45) days of the delivery of the notice of such election to (or such earlier or later date as the Transferring Stockholder as soon as practical, but in any event within 20 days after delivery Members may agree). The closing of such a purchase shall be held at the principal office of the Offer NoticeCompany and the owner of the ROFO Interest being sold shall transfer such interest free and clear of all liens, security interests and competing claims and shall deliver such instruments of transfer and such evidence of due authorization, execution and delivery and of the absence of any such liens, security interests or competing claims as the purchaser hereunder shall reasonably request. If more than one Offeree has elected Member elects to purchase the Stockholder Shares specified in offered ROFO Interest pursuant to the Offer NoticeRight of First Refusal, the number of Stockholder Shares subject right to each purchase such agreement ROFO Interest shall be proportionate apportioned to such Offerees’ relative Pro Rata Share (but electing Members in no event will an Offeree be obligated proportion to purchase more than the number of Stockholder Shares specified in its election notice)their Percentage Interests, or in such different proportions as may be agreed on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Shares specified by them in the Offer Noticewriting, the sale of such Stockholder 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 45 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent provided that the Offerees have not elected to purchase all of the Stockholder Shares being offeredROFO Interest offered pursuant to the ROFO Offer Notice must be purchased. All the Members who exercise the Right of First Refusal hereunder, shall only be severally liable for the purchase price in the proportion of their purchase; provided, however, that should any Member fail to purchase their agreed upon or designated share of the offered ROFO Interest, the Transferring Stockholder may, within 90 days after other electing Members shall purchase their prorata portion of such ROFO Interest (so that the expiration entire ROFO Interest is purchased). If none of the Election Period and subject other Members elect to purchase the ROFO Interest pursuant to the provisions Right of First Refusal provided in this Section 4(c) below7.1.2, transfer such Stockholder Shares to then the Person Transferring Member may Transfer the Membership Interest or group of Persons identified in the Offer Notice, 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 Economic Interest being offered to the Offerees proposed Assignee in the ROFO Offer NoticeNotice to such Assignee. Any Stockholder Shares Nevertheless, except as otherwise provided in Section 7.1.3 hereof, the Assignee shall become a Substituted Member only with the consent of the Managing Member, or, if the Managing Member is the Transferring Member, with the consent of a Majority of the Non-Managing Members, which consent, in either such case, may be given or withheld in each such Member’s sole and absolute discretion. In the event that NHP/PMB, as Managing Member, seeks the consent of a Majority of Non-Managing Members under the preceding sentence with respect to an Assignee other than PMB, LLC, and such consent is not transferred provided within such 90-day period thirty (30) days, NHP/PMB shall be reoffered permitted to Transfer all of its Membership Interest to PMB, LLC in accordance with Section 7.1.3(d) hereof (provided that if NHP/PMB’s entire Membership Interest is greater than the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice ROFO Interest previously offered, then such Transfer of NHP/PMB’s entire Membership Interest shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may first be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership another Right of all shares First Refusal in accordance with the terms of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholderthis Section 7.1.2).

First Refusal Right. At least 30 days prior If any Holder desires to making Transfer any Transfer of any Stockholder Shares (Executive Securities other than in an Exempt Transaction or a transaction pursuant to a Sale of the Company or a Public OfferingSection 6(c), the transferring Stockholder such Holder (the “"Transferring Stockholder”Holder") shall deliver a written notice (an “the "Offer Notice”") to the Company and to the holders of the Series B Preferred Stock (the “Offerees”)CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed typetransferee(s) (including, class or serieswithout limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and number type of Stockholder Shares Executive Securities to be transferred, transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the identity, background Board or CHS and ownership (if applicable) shall include a true and correct copy of the prospective transferee(s), and written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall constitute an irrevocable binding offer to sell create the Stockholder Shares to following two (2) options: (i) First, the Offerees on such terms and conditions. Each Offeree Board, acting in good faith, may elect to cause the Company to purchase all or any portion of the Stockholder Shares Executive Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder Holder as soon as practical, but in any event within 20 thirty (30) days after following the delivery of the Offer Notice (the "Company Offer Period"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect to purchase all or any portion of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees Company and/or CHS have elected to purchase all or any Stockholder Shares specified in of the Offer NoticeExecutive Securities offered by the Transferring Holder, the sale Transfer of such Stockholder Shares Executive Securities to the Company or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholdernotices, but in any event within 45 thirty (30) days after following the expiration of the Election Period. Subject to Section 5 hereof, subject the Company and/or CHS shall pay for the Executive Securities offered by the Transferring Holder by, at such Person's option, (i) delivery of a cashier's check or wire transfer of immediately available funds and/or (ii) delivery of a Repurchase Note in the form of Exhibit A hereto and with such additional terms (including subordination provisions) as shall be required by the senior lenders to any required regulatory approvalsthe Company and the Subsidiaries, or a combination of both. To The purchasers of Executive Securities offered in the extent that Offer Notice hereunder shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the Offerees have not elected like from the Holder regarding such sale, to require the Holder's signature to be guaranteed and to receive such other evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the purchase all 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified Executive Securities offered in the Offer Notice, 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 Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder.

First Refusal Right. A Stockholder other than ▇▇▇▇ may only ------------------- Transfer Stockholder Shares to a Category I or Category II Company if the following conditions are met: (A) At least 30 45 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the Company Category I or a Public Offering)Category II Company, the transferring Stockholder (the “"Transferring Stockholder”") shall deliver a written notice (an “the "Offer Notice”") to the Company Corporation, FTTI and to the holders of Other Stockholders (as that term is defined in the Series B Preferred Stock (the “Offerees”Stockholders Agreement). The Offer Notice shall disclose , specifying in reasonable detail the proposed type, number and class or series, and number of Stockholder Shares to be transferred, the identity of the proposed transferee(s) of such shares, and the proposed terms (including price and whether paid in one lump sum or in installments) and conditions of the Transfer and (the identity, background and ownership "Minimum Sale Terms"). (if applicableB) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree The Corporation may elect to purchase up to all or any portion 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 any event within 10 days after the delivery of the Offer Notice. (C) If the Corporation has not elected to purchase all of the Stockholder Shares within such 10-day period, FTTI and the Other Stockholders may elect to purchase all (but not less than all) of the applicable class(es) of such Stockholder Shares not purchased by the Corporation at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical, but in any event within 20 30 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase FTTI and the Stockholder Shares specified Other Stockholders have in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated aggregate elected to purchase more than the number of Stockholder Shares specified being offered by the Transferring Stockholder and not being purchased by the Corporation, the shares shall be allocated among FTTI and the Other Stockholders electing to purchase shares according to such Person's (as that term is defined in its election notice)the Stockholders Agreement) pro rata share. Each Person's pro rata share for this Section 1(e)(i)(C) shall equal the product of (x) the quotient determined by dividing the percentage of Stockholder Shares (on an as converted basis) owned by such Person by the aggregate percentage of Stockholder Shares (on an as converted basis) owned by FTTI and such Other Stockholders who have elected to participate in such Transfer and (y) the number of Stockholder Shares (on an as converted basis) to be sold in the contemplated Transfer. (D) If the Corporation, FTTI or on such other basis as such Offerees shall agree. If any one or more Offerees Other Stockholders have elected to purchase any Stockholder Shares specified in from the Offer NoticeTransferring Stockholder, the sale transfer of such Stockholder 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 45 days after the expiration delivery of the Election PeriodOffer Notice. If the Corporation, subject to any required regulatory approvals. To FTTI and the extent that the Offerees Other Stockholders have not elected to purchase all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 120 days after the expiration delivery of the Election Period and subject to the provisions of Section 4(c) belowOffer Notice, transfer such Stockholder Shares to the Person one or group of Persons identified in the Offer Notice, more Category I or Category II Companies 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 Offerees Corporation, FTTI and the Other Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b. (E) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall pledged without the prior written consent of the Corporation, which consent may not be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholderunreasonably withheld.

First Refusal Right. At least 30 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of If the Company or proposes to issue (a Public Offering-------------------- "Proposed Issuance") Additional Securities (as defined below), the transferring Stockholder (the “Transferring Stockholder”) Company shall deliver a written notice (an “Offer Notice”) offer such Additional Securities to the Company and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose in reasonable detail the proposed type, class or seriesExecutive, and number of Stockholder Shares to be transferred, Executive shall have the proposed terms and conditions of the Transfer and the identity, background and ownership right (if applicablea "First Refusal Right") of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of his Pro Rata Share (as defined below) of such Additional Securities, upon the Stockholder Shares terms of the Proposed Issuance. The Company shall give Executive written notice of the Proposed Issuance stating the material terms thereof, including the type of Additional Securities involved, the proposed purchase price therefor and the anticipated closing date of such issuance (the "Company Notice"). If Executive desires to exercise his First Refusal Right, Executive shall, within 20 days of receipt of the Company Notice, deliver to the Company written notice stating the portion of Executive's Pro Rata Share of such Additional Securities that he is willing to purchase (a "Response Notice"). Executive's Response Notice shall be deemed to constitute his irrevocable agreement to purchase the specified portion of his Pro Rata Share of the Additional Securities upon the terms of the Proposed Issuance described in the Company Notice, on the later of (i) the closing date specified in the Offer Company Notice or (ii) the closing date of the Proposed Issuance if other persons are purchasing Additional Securities. The Company shall have 90 days from the date of the Company Notice to consummate such Proposed Issuance with respect to the Additional Securities which are not being purchased by Executive at a price and upon terms that are not materially less favorable to the Company than the price and on the terms specified therein by delivering written notice of in the Company Notice, and such election price and terms shall be made available to the Transferring Stockholder as soon as practical, but in any event within 20 days after delivery of the Offer Notice. If more than one Offeree Executive if Executive has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agreeAdditional Securities. If any one or more Offerees have elected the Company proposes to purchase any Stockholder Shares specified in the Offer Notice, the sale of such Stockholder Shares shall be consummated as soon as practical issue Additional Securities after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 45 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, 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 Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered period, or at a price and upon terms which are materially less favorable to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price Company than those specified in any Offer Notice shall be payable solely the Company Notice, it must again comply with the procedures set forth in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholderthis section.

First Refusal Right. At least 30 days prior If any Holder desires to making Transfer any Transfer of any Stockholder Shares (Executive Securities other than in an Exempt Transaction or a transaction pursuant to a Sale of the Company or a Public OfferingSection 5(c), the transferring Stockholder such Holder (the “Transferring Stockholder”"TRANSFERRING HOLDER") shall deliver a written notice (an “Offer Notice”the "OFFER NOTICE") to the Company and to the holders of the Series B Preferred Stock (the “Offerees”)CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed typetransferee(s) (including, class or serieswithout limitation, all parties holding controlling interests in such proposed transferee), the proposed number, amount and number type of Stockholder Shares Executive Securities to be transferred, transferred and the proposed terms and conditions of the Transfer and any other material information reasonably requested by the identity, background Board and ownership (if applicable) CHS and shall include a true and correct copy of the prospective transferee(s), and written offer to purchase Executive Securities received by him. The delivery by the Transferring Holder of the Offer Notice shall constitute an irrevocable binding offer to sell create the Stockholder Shares to following two (2) options: (i) First, the Offerees on such terms and conditions. Each Offeree Board, acting in good faith, may elect (in its sole discretion) to cause the Company to purchase all or any portion of the Stockholder Shares Executive Securities specified in the Offer Notice at the price and on the terms specified therein (provided, however, that any promissory note given by the Company pursuant to the terms of this Section 5 shall be subordinated to indebtedness owed to financial institutions on terms reasonably acceptable to such financial institutions and that the Company shall be entitled set off against the purchase price any and all obligations due and owing the Company or any of its Affiliates from Executive) by delivering written notice of such election to the Transferring Stockholder Holder as soon as practical, but in any event within 20 thirty (30) days after following the delivery of the Offer Notice (the "COMPANY OFFER PERIOD"). (ii) If the Company has not elected to purchase all of the Executive Securities within the Company Offer Period, then CHS may elect (in its sole discretion) to purchase all (but not less than all) of the Executive Securities not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Holder as soon as practical, but in any event within sixty (60) days following the delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees Company and/or CHS have elected to purchase any Stockholder Shares specified in all (but not less than all) of the Offer NoticeExecutive Securities offered by the Transferring Holder, the sale Transfer of such Stockholder Shares Executive Securities to the Company and/or CHS, as the case may be, shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholdernotices, but in any event within 45 thirty (30) days after following the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all The purchasers 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, at a price no less than the price per share specified Executive Securities offered in the Offer Notice hereunder shall be entitled to receive customary representations and on warranties as to ownership, title, authority to sell and the like from the Holder regarding such sale and to receive such other terms no more favorable evidence, including applicable inheritance and estate tax waivers, as may reasonably be necessary to effect the transferees thereof than purchase of the Executive Securities offered to the Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period Notwithstanding anything to the contrary herein contained, if the Company and CHS collectively have elected to purchase less than all of the Executive Securities offered by the Transferring Holder, then the Company and CHS shall be reoffered deemed to have elected not to purchase any of the Offerees under Executive Securities offered by the Transferring Holder pursuant to this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder5.

First Refusal Right. At least 30 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Public Sale of the Company or a Public OfferingPermitted Transfer under Section 3(c) above), the transferring a Stockholder (the “"Transferring Stockholder”") shall deliver a written notice (an “"Offer Notice”") to the Company and to the holders of the Series B Preferred Stock (the “Offerees”)each other Stockholder. The Offer Notice shall disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, background and ownership (if applicable) identity of the prospective transferee(s) (if known). First, and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree Company 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 within such ten-day period, each Stockholder (together with the Company if the 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 his, her or any portion its 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, practical but in any event within 20 15 days after delivery of the Offer Notice. If more than one Offeree has Any Stockholder Shares not elected to purchase be purchased by the Stockholder Shares specified in the Offer Notice, the number end of Stockholder Shares subject to each such agreement 15-day period shall be proportionate reoffered for the five-day period prior to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees Stockholders who have elected to purchase their Pro Rata Share and, if there are any Stockholder Shares specified in the Offer Notice, the sale of such Stockholder Shares remaining after such allocation, the Company shall have the right to purchase such remaining Stockholder Shares; provided that in each case the Transferring Stockholder receives notice of such Stockholder's and/or the Company's election during the Election Period. If the Company or any Stockholder elects 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 45 15 days after the expiration of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees Company and the Stockholders other than the Transferring Stockholder have not elected to purchase all 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 Section 4(c) belowparagraph 3 above, transfer such Stockholder Shares to the Person one or group of Persons identified in the Offer Notice, 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 Offerees Company and the Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees Company and the Stockholders other than the Transferring Stockholder under this Section 4(b) paragraph 4 prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time. Other than Permitted Transfers under Section 3(c) and pledges permitted pursuant to the parenthetical set forth in the proviso of the initial sentence of Section 3(a), and no Stockholder Shares may be subject pledged without the prior written consent of the Stockholders which consent may be withheld in their sole discretion and except on terms and conditions satisfactory to a pledgethe Original Stockholder. Each Stockholder’s “'s "Pro Rata Share” " shall be based upon such Stockholder’s 's proportionate ownership of all shares of Series B Preferred Stock Stockholder Shares owned by Stockholders other than the Transferring StockholderStockholders. The provisions of this paragraph 4 shall terminate automatically and be of no further force and effect upon a Public Offering.

First Refusal Right. A Stockholder may only Transfer ------------------- Stockholder Shares to a Category I or Category II Company if the following conditions are met: (i) At least 30 45 days prior to making any Transfer of any Stockholder Shares (other than pursuant to a Sale of the Company Category I or a Public Offering)Category II Company, the transferring Stockholder (the “"Transferring Stockholder”") shall deliver a written notice (an “the "Offer Notice”") to the Company Company, the Investor and to the holders of the Series B Preferred Stock (the “Offerees”). The Offer Notice shall disclose Other Stockholders, specifying in reasonable detail the proposed type, number and class or series, and number of Stockholder Shares to be transferred, the identity of the proposed transferee(s) of such shares, and the proposed terms (including price and whether paid in one lump sum or in installments) and conditions of the Transfer and (the identity, background and ownership "Minimum Sale Terms"). (if applicableii) of the prospective transferee(s), and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree The Company may elect to purchase up to all or any portion 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 any event within 10 days after the delivery of the Offer Notice. (iii) If the Company has not elected to purchase all of the Stockholder Shares within such 10-day period, the Investor and the Other Stockholders may elect to purchase all (but not less than all) of the applicable class(es) of such Stockholder Shares not purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Stockholder as soon as practical, but in any event within 20 30 days after delivery of the Offer Notice. If more than one Offeree has elected to purchase the Stockholder Shares specified Investor and the Other Stockholders have in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated aggregate elected to purchase more than the number of Stockholder Shares specified being offered by the Transferring Stockholder and not being purchased by the Company, the shares shall be allocated among the Investor and the Other Stockholders electing to purchase shares according to such Person's pro rata share. Each Person's pro rata share for this Section --- ---- --- ---- ------- 3(b)(iii) shall equal the product of (x) the quotient determined by dividing the --------- percentage of Stockholder Shares (on an as converted basis) owned by such Person by the aggregate percentage of Stockholder Shares (on an as converted basis) owned by the Investor and such Other Stockholders who have elected to participate in its election notice)such Transfer and (y) the number of Stockholder Shares (on an as converted basis) to be sold in the contemplated Transfer. (iv) If the Company, the Investor or on such other basis as such Offerees shall agree. If any one or more Offerees Other Stockholders have elected to purchase any Stockholder Shares specified in from the Offer NoticeTransferring Stockholder, the sale transfer of such Stockholder 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 45 days after the expiration delivery of the Election PeriodOffer Notice. If the Company, subject to any required regulatory approvals. To the extent that Investor and the Offerees Other Stockholders have not elected to purchase all of the Stockholder Shares being offered, the Transferring Stockholder may, within 90 120 days after the expiration delivery of the Election Period and subject to the provisions of Section 4(c) belowOffer Notice, transfer such Stockholder Shares to the Person one or group of Persons identified in the Offer Notice, more Category I or Category II Companies 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 Offerees Company, the Investor and the Other Stockholders in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b. (v) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall pledged without the prior written consent of the Company, which consent may not be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholderunreasonably withheld.

First Refusal Right. At least 30 days prior If any Restricted Holder (the "Transferring Holder") desires to making Transfer any Transfer of any Stockholder Shares (Restricted Securities, other than pursuant to a Sale of Section 2.2, and such Transfer has been approved by the Company or a Public Offering)Board pursuant to Section 2.1, the transferring Stockholder (the “such Transferring Stockholder”) Holder shall deliver a written notice (an “Offer Notice”) Notice to the Company and to the holders of the Series B Preferred Stock (the “Offerees”)CHS. The Offer Notice shall disclose in reasonable detail the identity of the proposed typetransferee(s) (including, class without limitation, all parties holding interests (directly or seriesindirectly) in such proposed transferee), the proposed number, amount and type of Restricted Securities to be Transferred, and number all of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer and any other information reasonably requested by CHS or the identity, background Company with respect to such Transfer and ownership (if applicable) the transferee and shall include a complete and accurate copy of the prospective transferee(s), and written offer to purchase Restricted Securities received by the Transferring Holder. The delivery by the Transferring Holder of the Offer Notice shall constitute an irrevocable binding offer to sell create the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree following two (2) options: (a) First, CHS may elect (but shall not be obligated) to purchase all or any portion of the Stockholder Shares Restricted Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder Holder as soon as practical, but in any event within 20 thirty (30) days after following the delivery of the Offer Notice. If more than one Offeree Notice to the Company and CHS (the "CHS Offer Period"). (b) Second, if CHS has not elected to purchase all or any portion of the Stockholder Shares Restricted Securities within the CHS Offer Period, the Company may elect (but shall not be obligated) to purchase all or any portion of the Restricted Securities not elected to be purchased by CHS at the price and on the terms specified in the Offer Notice, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Shares specified in the Offer Notice, the sale Notice by delivering written notice of such Stockholder Shares shall be consummated election to the Transferring Holder as soon as practical after the delivery of the election notice(s) to the Transferring Stockholderpractical, but in any event within 45 sixty (60) days after following the expiration delivery of the Election Period, subject to any required regulatory approvals. To the extent that the Offerees have not elected to purchase all 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 Section 4(c) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, 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 Offerees in the Offer Notice. Any Stockholder Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, Company and no Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring StockholderCHS.

First Refusal Right. At (i) If any Shareholder (an "Offeror") shall receive a written offer from a third party (the "Bona Fide Offer") to purchase any of its Covered Shares that would constitute a Non-Exempt Transfer and desires to accept the same, then, at least 30 days prior to 25 Business Days before making any such Non-Exempt Transfer of any Stockholder Shares (other than pursuant to a Sale of the Company or a Public Offering"First Offer Election Period"), the transferring Stockholder (the “Transferring Stockholder”) shall Transferor will deliver a written notice accompanied by a copy of the Bona Fide Offer (an “the "First Offer Notice”") to the Holding Company and to the holders of the Series B Preferred Stock all other Shareholders (the “"Offerees”"). The First Offer Notice shall will specify the proposed number of Covered Shares to be the subject of such Transfer (the "Offered Shares") and disclose in reasonable detail the proposed type, class or series, and number of Stockholder Shares to be transferred, the proposed terms and conditions of the Transfer. Unless otherwise agreed by the Offeror, the purchase price for any such Transfer must be payable solely in cash at the closing of the transaction. For purposes of this Section 3(b), the value of any securities or other non-cash consideration to be received by the Offeror as part of the Non-Exempt Transfer shall be established by an independent appraisal or an opinion of a nationally recognized investment banking or valuation firm obtained at the expense of the Offeror. (ii) The Holding Company and the identity, background and ownership Offerees shall have the right to purchase all (if applicablebut not less than all) of the prospective transferee(s)Offered Shares, and the Offer Notice shall constitute an irrevocable binding offer to sell the Stockholder Shares to the Offerees on such terms and conditions. Each Offeree may elect to purchase all or any portion of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein in the First Offer Notice (the "First Offer Right") by delivering written notice of such election (the "First Offer Election Notice") to the Transferring Stockholder Offeror as soon as practical, but provided in any event within 20 days this Section 3(b)(ii). Within 25 Business Days after delivery receipt of the First Offer Notice. If more than one Offeree Notice (the "Election Period"), the Holding Company shall give written notice to the Offeror and the Offerees of the number of Offered Shares it has elected to purchase. If the Holding Company does not elect to purchase all of the Stockholder Offered Shares specified in within the Offer NoticeElection Period, the number of Stockholder Shares subject to each such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than the number of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Shares specified in the Offer Notice, the sale of such Stockholder 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 45 days five Business Days after the expiration of the Election Period, subject shall give written notice to the Holding Company and the Offeror of the number of Offered Shares they have elected to purchase. Each Offeree shall be entitled to elect to purchase his pro rata portion of the Offered Shares that the Holding Company has not elected to purchase, and if any required regulatory approvalsOfferee does not elect to purchase his pro rata portion of the Offered Shares, each electing Offeree shall be entitled to purchase all of the remaining Offered Shares; provided that if in -------- the aggregate such Offerees elect to purchase more than the remaining Offered Shares, such remaining Offered Shares purchased by each such electing Offeree will be reduced on a pro rata basis. To The pro rata basis will be based on the extent that number of Common Shares then held by such Offeree. (iii) If the Holding Company and the Offerees have elected to purchase all Offered Shares, the transfer of such shares will be consummated as soon as practicable (but in any event within 25 Business Days) after the later of (i) the delivery of the First Offer Election Notice by the Holding Company if it has elected to purchase all of the Offered Shares, or (ii) the delivery of the First Offer Election Notice by the Offerees if they alone, or together with the Holding Company, have elected to purchase all of the Offered Shares. If the Holding Company and the Offerees have not elected to purchase all of the Stockholder Shares being offeredOffered Shares, the Transferring Stockholder Transferor may, within 90 days after the expiration of the First Offer Election Period Period, transfer all (but not less than all) such Offered Shares to one or more Third Parties at the same or higher price and subject on terms not more favorable in the aggregate to the provisions of Section 4(ctransferee(s) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer Notice, 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 Offerees in the First Offer Notice; provided, that prior to such Transfer, such transferees shall have -------- agreed in writing to be bound by the provisions of this Agreement and shall have delivered to the Holding Company an executed counterpart of this Agreement. Any Stockholder Offered Shares not transferred within such 90-day period shall be reoffered to the Offerees under this Section 4(b) prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may will be subject to a pledge. Each Stockholder’s “Pro Rata Share” the provisions of this Section 3 upon subsequent transfer. (iv) Notwithstanding the foregoing, unless the Offeror shall have consented to the purchase of less than all of the Offered Shares, no Offeree may purchase any Offered Shares unless all of the Offered Shares are to be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholderpurchased.

First Refusal Right. At (i) Subject to Section 2D, at least 30 thirty (30) days prior to making any Transfer of any Stockholder Shares by a Stockholder (other than (a) any Transfer of any Stockholder Shares by WS, (b) a Transfer by a Stockholder other than WS pursuant to the exercise of its rights under Section 2C below or (c) redemptions of Preferred Stock in accordance with the Company’s Certificate of Incorporation) (a Sale of the Company or a Public Offering), the transferring Stockholder (the “Transferring Stockholder”) ), such Transferring Stockholder shall deliver a written notice (an the “Offer Sale Notice”) to the Company and to the other holders of the Series B Preferred Stock (the “Offerees”)Stockholder Shares. The Offer Sale Notice shall disclose in reasonable detail the proposed type, number of each class or series, and number of Stockholder Shares to be transferredtransferred (the “Transfer Shares”), the proposed terms and conditions of the Transfer Transfer, including the proposed price per share for each class of Stockholder Shares to be transferred, and the identity, background and ownership (if applicable) identity of the prospective transferee(s). No such Transfer shall be consummated unless such prospective transferee(s) is reasonably acceptable to the Majority ▇▇ ▇▇▇▇▇▇, and the Offer Notice no such Transfer shall constitute an irrevocable binding offer to sell the Stockholder Shares be consummated prior to the Offerees earlier to occur of (a) the date on which the parties to the Transfer have been finally determined pursuant to this Section 2B and (b) the date of expiration of the 30-day period (the “Election Period”) following the delivery to the Company and the other Stockholders of the Sale Notice applicable to such terms and conditions. Each Offeree Transfer. (ii) The Company may elect to purchase all or any portion of the Stockholder Transfer Shares specified in the Offer Notice at the same price and on the same terms specified therein in the Sale Notice by delivering written notice of such election to the Transferring Stockholder and the other holders of Stockholder Shares as soon as practical, practical but in any event within 20 ten (10) days after the delivery of the Sale Notice. If for any reason the Company does not elect within such ten-day period to purchase all or any portion of such Transfer Shares, then unless the Majority ▇▇ ▇▇▇▇▇▇ directs otherwise by written notice to the Company, the other holders of Stockholder Shares may elect to purchase, at the same price and on the same terms and conditions specified in the Sale Notice, all, but not less than all, of such Transfer Shares which the Company has not elected to purchase (the “Available Shares”) by delivering written notice of such election to the Transferring Stockholder and the Company as soon as practical but in any event within twenty (20) days after delivery of the Offer Sale Notice. If more than one Offeree has elected the aggregate number of shares which other holders of Stockholder Shares so elect to purchase exceeds the Stockholder number of Available Shares, the Available Shares specified in the Offer Notice, will be allocated among such electing holders pro rata according to the number of Stockholder Shares subject to each on a Fully Diluted Basis owned by such agreement shall be proportionate to such Offerees’ relative Pro Rata Share (but in no event will an Offeree be obligated to purchase more than electing holders. If the number Company or the other holders of Stockholder Shares specified in its election notice), or on such other basis as such Offerees shall agree. If any one or more Offerees have elected to purchase any Stockholder Transfer Shares specified in the Offer Noticepursuant to this Section 2B, the sale of such Stockholder Shares Transfer(s) shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 45 fifteen (15) days after the expiration of the Election Period. If the Company and the other holders of Stockholder Shares, subject to any required regulatory approvals. To the extent that the Offerees have collectively, do not elected elect to purchase all of the Stockholder Shares being offeredTransfer Shares, the Transferring Stockholder may, within 90 days after during the 90-day period following the expiration of the Election Period and subject (but not at any time thereafter), transfer pursuant to this Section 2B to the provisions of Section 4(ctransferee(s) below, transfer such Stockholder Shares to the Person or group of Persons identified in the Offer NoticeSale Notice all, at but not less than all, of the Transfer Shares for a cash purchase price no less than the price per share specified in the Offer Sale Notice and on other terms no more favorable to the transferees transferee(s) thereof than offered to the Offerees specified in the Offer Sale Notice. Any Stockholder Transfer Shares not transferred within such 90-day period shall be reoffered subject to the Offerees under provisions of this Section 4(b) prior to in connection with any subsequent Transfer or proposed Transfer. The purchase price specified in any Offer Notice . (iii) For purposes of this Section 2B, Executive Stock or Common Stock issuable upon exercise of employee stock options which have not vested and become exercisable shall be payable solely in cash at the closing of the transaction or in installments over time, and no deemed not to be Stockholder Shares may be subject to a pledge. Each Stockholder’s “Pro Rata Share” shall be based upon such Stockholder’s proportionate ownership of all shares of Series B Preferred Stock owned by Stockholders other than the Transferring Stockholder.Shares